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					           MISSISSIPPI 
       BOARD OF TRUSTEES 
            OF STATE  
INSTITUTIONS OF HIGHER LEARNING 
                 
                 
                 




                        
               
               
               
      FINAL BOARD BOOK 
      NOVEMBER 18, 2010 
                         FINAL BOARD BOOK OUTLINE
                                 November 18, 2010, 8:30 A.M.

                                 Norman C. Nelson Student Union
                              University of Mississippi Medical Center
                                      2500 North State Street
                                     Jackson, MS 39216-4505


                                      CALL TO ORDER

                                               PRAYER
                                           Trustee C.D. Smith


                                              MINUTES

   October 20, 2010 Alcorn State University Board Search Committee Meeting Minutes
                   October 21, 2010 Regular Board of Trustees Minutes
  October 21-22, 2010 Jackson State University Board Search Committee Meeting Minutes


                                   CONSENT AGENDAS
                                           Trustee Betty Neely


ACADEMIC AND STUDENT AFFAIRS

  1. SYSTEM – Approval to Confer Degrees in December 2010 ..............................................1

BUDGET, FINANCE, AND AUDIT

  1. UMMC – Approval of Contractual Services Agreements
       a. INO Therapeutics, LLC d.b.a. IKARIA ..................................................................1
          b. Amendment #45 with Jackson Medical Mall Foundation .......................................2
          c. Master Lease with Jackson Medical Mall Foundation ............................................3
          d. Stericycle, Inc. .........................................................................................................5
          e. University HealthSystem Consortium. ....................................................................6
     2. USM – Approval of Contractual Services Agreements
          a. International Sports Properties, Inc..........................................................................7
          b. New Cingular Wireless PCS, LLC ..........................................................................9

REAL ESTATE

Approval of Initiations of Projects/Appointments of Professionals

IHL Projects
   1. MSU – IHL 205-255 – Arbor Hall, Design Professional - LPK Architects, P.A. ...............3
   2. UM – IHL 207-342 – University Housing, Design Professional – N/A ..............................4
   3. UM – IHL 207-343 – Welcome Center (Pre-Plan), Design Professional – Shafer &
      Associates ............................................................................................................................5

Approval of Budget Increases and/or Changes of Scope

Bureau of Building Projects
   4. JSU – GS 103-255 – Fire Suppression System Phase I, Design Professional – The CGM
      Group ...................................................................................................................................6
   5. USM – GS 108-235 – College Hall Renovations, Design Professional – Dale and
      Associates ............................................................................................................................7

IHL Projects
   6. UM – IHL 207-341 – Thad Cochran Natural Center Phase II, Design Professional –
      Cooke Douglass Farr Lemons ..............................................................................................8

Approval of Other Real Estate Requests

     7. MSU – Delete from Inventory and Demolish Building 2130 ............................................10
     8. MSU – IHL 213-139 – Stoneville Office Building – Approval of Exterior Design..........10
     9. UM – Purchase of Property from Whirlpool Corporation .................................................11
     10. UMMC – Amendment to Existing Consultant Agreement with Cooke Douglass Farr
         Lemons ...............................................................................................................................12

LEGAL

     1. MSU – Approval of Renewal of Legal Services Contract with David Ware and
        Associates, L.L.C. ................................................................................................................1
     2. UM – Approval to Execute Deeds of Trust for Sigma Phi Epsilon .....................................2




                                                                       2
PERSONNEL

  1. Employment of Personnel (MSU, MUW), Rehired Retirees ON Contract FY 2011
     (MUW), Rehired Retirees NOT on Contract FY 2011 (JSU, MSU, MUW, USM) ............1
  2. Change of Status (ASU, MSU), Change of Status of Athletic Personnel with Multi-Year
     Contract (MSU, UM) ...........................................................................................................3
  3. Sabbatical (MSU).................................................................................................................4


                                            REGULAR AGENDAS

                                                  ACADEMIC AFFAIRS
                                                  Trustee Robin Robinson

  1. SYSTEM – Approval of Proposed Amendments to Board Policy 602 Freshman
     Admission Requirements for University System Institutions (Final Reading) ...................1
  2. SYSTEM – Approval of Proposed Amendments to Board Policy 605 Proof of
     Immunization (Final Reading) .............................................................................................5


                                        BUDGET, FINANCE, AND AUDIT
                                             Trustee Bob Owens

  1. SYSTEM – Mississippi Office of Student Financial Aid – Approval of Revisions to the
     Rules and Regulations and Contract and Note for the Nursing Education
     Loan/Scholarship Program...................................................................................................1
  2. SYSTEM – Mississippi Office of Student Financial Aid – Approval of Revisions to the
     Rules and Regulations of the Mississippi Resident Tuition Assistance Grant (MTAG) ...18
  3. SYSTEM – Mississippi Office of Student Financial Aid – Approval of Revisions to the
     Rules and Regulations of the Mississippi Eminent Scholars Grant (MESG) ....................26


                                                       REAL ESTATE
                                                      Trustee Doug Rouse

  1. SYSTEM – Approval for First Reading of Proposed New Board Policy 920 Sustainability
     Policy ...................................................................................................................................1
  2. SYSTEM – Approval of Facility Needs for 2011 Legislative Session ...............................4


                                                            LEGAL
                                                       Trustee Alan Perry

  1. UMMC – Approval to Settle Tort Claim No. 1487 .............................................................1



                                                                     3
2. UMMC – Approval to Settle Tort Claim No. 1601 .............................................................1
3. UMMC – Approval to Settle Tort Claim No. 1660 .............................................................1
4. ASU – Approval of Proposed Affiliation Agreement between Alcorn State University
    and the Alcorn State University A-Club Alumni Association .............................................2
5. ASU – Approval of Proposed Affiliation Agreement between Alcorn State University
    and the Alcorn State University National Alumni Association .........................................15
6. ASU – Approval of Proposed Affiliation Agreement between Alcorn State University
    and the Alcorn State University National Alumni Association Foundation, Inc. ..............29
7. ASU – Approval of Proposed Affiliation Agreement between Alcorn State University
    and the Alcorn State University Foundation ......................................................................44
8. DSU – Approval of Proposed Affiliation Agreement between Delta State University and
    the Delta State University Foundation, Inc. .......................................................................58
9. JSU – Approval of Proposed Affiliation Agreement between Jackson State University
    and the Jackson State University National Alumni Association, Inc. ...............................75
10. JSU – Approval of Proposed Affiliation Agreement between Jackson State University
    and the Jackson State University Development Foundation..............................................88
11. MSU – Approval of Proposed Affiliation Agreement between Mississippi State
    University and the Mississippi State University Alumni, Incorporated ..........................103
12. MSU – Approval of Proposed Affiliation Agreement between Mississippi State
    University and the Mississippi State University Foundation, Inc....................................111
13. MSU – Approval of Proposed Affiliation Agreement between Mississippi State
    University and The Bulldog Club ....................................................................................123
14. MSU – Approval of Proposed Affiliation Agreement between Mississippi State
    University and The Bulldog Foundation, Inc. .................................................................134
15. MUW – Approval of Proposed Affiliation Agreement between Mississippi University for
    Women and the Mississippi University for Women Foundation.....................................148
16. MUW – Approval of Proposed Affiliation Agreement between Mississippi University for
    Women and the Mississippi University for Women Alumni Association .......................162
17. MVSU – Approval of Proposed Affiliation Agreement between Mississippi Valley State
    University and the Mississippi Valley State University National Alumni Association ..176
18. MVSU – Approval of Proposed Affiliation Agreement between Mississippi Valley State
    University and the Mississippi Valley State University Foundation ...............................190
19. UM – Approval of Proposed Affiliation Agreement between University of Mississippi
    and the Alumni Association of the University of Mississippi .........................................201
20. UM – Approval of Proposed Affiliation Agreement between University of Mississippi
    and the University of Mississippi Foundation .................................................................215
21. UM – Approval of Proposed Affiliation Agreement between University of Mississippi
    and the University of Mississippi Research Foundation..................................................229
22. UM – Approval of Proposed Affiliation Agreement between University of Mississippi
    and the UMAA Foundation .............................................................................................241
23. UMMC – Approval of Proposed Affiliation Agreement between University of
    Mississippi Medical Center and the University of Mississippi Medical Center Research
    Development Foundation .................................................................................................253
24. USM – Approval of Proposed Affiliation Agreement between University of Southern
    Mississippi and the University of Southern Mississippi Athletic Foundation .................265



                                                            4
  25. USM – Approval of Proposed Affiliation Agreement between University of Southern
      Mississippi and the University of Southern Mississippi Research Foundation ...............279
  26. USM – Approval of Proposed Affiliation Agreement between University of Southern
      Mississippi and the University of Southern Mississippi Alumni Association .................291
  27. USM – Approval of Proposed Affiliation Agreement between University of Southern
      Mississippi and the University of Southern Mississippi Foundation...............................305


                                            ADMINISTRATION/POLICY
                                             Commissioner Hank Bounds

  1. System – Approval of Dates and Locations for January through December 2011 Board
     Meetings ...............................................................................................................................1 
  2. USM – Approval of Retirement Incentive Program ............................................................1 


                                         INFORMATION AGENDAS
                                               Commissioner Hank Bounds

ACADEMIC AFFAIRS

  1. SYSTEM – Annual Report of Halbrook Awards Winners for 2009-2010 ..........................1
  2. SYSTEM – Annual Report on Institutional Accreditation ..................................................2

REAL ESTATE

   1. SYSTEM- Real Estate Items Approved Subsequent to the October 21, 2010 Board
      Meeting Submission Deadline
        Alcorn State University ...................................................................................................2
        Mississippi State University ............................................................................................3
        Mississippi University for Women..................................................................................5
        University of Mississippi.................................................................................................6
        University of Mississippi Medical Center .....................................................................11
        University of Southern Mississippi ...............................................................................13

LEGAL

   1. SYSTEM – Report of Payments to Outside Counsel ..........................................................1


ADMINISTRATION/POLICY

  1. SYSTEM – Commencement/Recognition Ceremony Schedules ........................................1
  2. SYSTEM – Commissioners’ Notification of Approval .......................................................2




                                                                    5
  ADDITIONAL AGENDA ITEMS IF NECESSARY

            RECONSIDERATION

     OTHER BUSINESS/ANNOUNCEMENTS

EXECUTIVE SESSION IF DETERMINED NECESSARY

              ADJOURNMENT




                    6
              MISSISSIPPI 
          BOARD OF TRUSTEES 
               OF STATE  
   INSTITUTIONS OF HIGHER LEARNING 
                    
                    




                                  
                     
               MINUTES FOR 
 October 20, 2010 ASU Board Search Committee 
        October 21, 2010 Board Meeting 
October 21‐22, 2010 JSU Board Search Committee 
                          MINUTES OF THE BOARD OF TRUSTEES OF
                         STATE INSTITUTIONS OF HIGHER LEARNING
                                      October 20, 2010

BE IT REMEMBERED, That the Alcorn State University Board Search Committee met at the Norman
C. Nelson Student Union at the University of Mississippi Medical Center in Jackson, Mississippi, at 8:00
a.m., and pursuant to notice in writing to each and every member of said Committee, said date being at least
five days prior to this October 20, 2010 meeting. At the above-named place there were present the
following Committee members to wit: Mr. Ed Blakeslee, Dr. Stacy Davidson, Dr. Bettye Neely, Dr. Douglas
Rouse, and Mr. C. D. Smith. The following ASU Interview Search Advisory Committee members were
present: Dr. Berry Bequette, Dean, School of Agriculture, Research, Extension & Applied Sciences at ASU;
Mr. Cory Cooper, Student Government Association President; Dr. Idusuyi Dickson, President of the ASU
Faculty Senate; Mr. Robert Gage, Chairperson of the ASU Foundation; Mrs. Donna Hayden, President of
the ASU Staff Senate; Mr. Stephen McDaniel, Executive Director of the ASU Foundation; Mr. James
McDonald, Immediate Past president of the ASU National Alumni Association; and Mr. Paul Winfield,
Mayor of Vicksburg, Mississippi. Mr. Bob Owens and Mr. Alan Perry also attended the meeting. The
meeting was called to order by Mr. C. D. Smith, Chair of the Board Search Committee.


                                      EXECUTIVE SESSION

On motion by Trustee Blakeslee, seconded by Trustee Rouse, and unanimously passed by those present, the
Committee voted to close the meeting to determine whether or not it should declare an Executive Session.
On motion by Trustee Neely, seconded by Trustee Blakeslee, and unanimously passed by those present, the
Committee voted to go into Executive Session for the reason reported to the public and stated in these
minutes, as follows:

       Discussion of a personnel matter at Alcorn State University.

During Executive Session, the following matter was discussed:

       The Board Search Committee for the Alcorn State University presidential search conducted first-
       round interviews of three of the six candidates recommended by the Campus Search Advisory
       Committee.

On motion by Trustee Rouse, seconded by Trustee Neely, and unanimously passed by those present,
the Committee voted to return to Open Session.

THE COMMITTEE RECESSED AT APPROXIMATELY 12:00 P.M. FOR LUNCH.

THE COMMITTEE RECONVENED AT APPROXIMATELY 1:00 P.M.
There were present the following Committee members to wit: Mr. Ed Blakeslee, Dr. Stacy Davidson, Dr.
Bettye Neely, Dr. Douglas Rouse, and Mr. C. D. Smith. The following ASU Interview Search Advisory
Committee members were present: Dr. Berry Bequette, Dean, School of Agriculture, Research, Extension
& Applied Sciences at ASU; Mr. Cory Cooper, Student Government Association President; Dr. Idusuyi
Dickson, President of the ASU Faculty Senate; Mr. Robert Gage, Chairperson of the ASU Foundation; Mrs.
Donna Hayden, President of the ASU Staff Senate; Mr. Stephen McDaniel, Executive Director of the ASU

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                         MINUTES OF THE BOARD OF TRUSTEES OF
                        STATE INSTITUTIONS OF HIGHER LEARNING
                                     October 20, 2010

Foundation; Mr. James McDonald, Immediate Past president of the ASU National Alumni Association; and
Mr. Paul Winfield, Mayor of Vicksburg, Mississippi. Mr. Bob Owens and Mr. Alan Perry also attended
the meeting. The meeting was called to order by Mr. C. D. Smith, Chair of the Board Search Committee.

                                     EXECUTIVE SESSION

On motion by Trustee Blakeslee, seconded by Trustee Davidson, and unanimously passed by those present,
the Committee voted to close the meeting to determine whether or not it should declare an Executive
Session. On motion by Trustee Davidson, seconded by Trustee Rouse, and unanimously passed by those
present, the Committee voted to go into Executive Session for the reason reported to the public and stated
in these minutes, as follows:

       Discussion of a personnel matter at Alcorn State University.

During Executive Session, the following matter was discussed:

       The Board Search Committee for the Alcorn State University presidential search conducted first-
       round interviews of the three remaining candidates recommended by the Campus Search Advisory
       Committee.

On motion by Trustee Blakeslee, seconded by Trustee Rouse, and unanimously passed by those
present, the Committee voted to return to Open Session.


                                         ADJOURNMENT

There being no further business to come before the Board Search Committee, on motion by Trustee
Blakeslee, seconded by Trustee Rouse, and unanimously passed by those present, the Committee members
voted to adjourn the meeting.


          ____________________________________________________________________
                 President, Board of Trustees of State Institutions of Higher Learning



          ____________________________________________________________________
              Commissioner, Board of Trustees of State Institutions of Higher Learning




                                                    2
                         MINUTES OF THE BOARD OF TRUSTEES OF
                        STATE INSTITUTIONS OF HIGHER LEARNING
                                     October 21, 2010

BE IT REMEMBERED, That the Board of Trustees of State Institutions of Higher Learning of the State
of Mississippi met in a regular session at the Norman C. Nelson Student Union at the University of
Mississippi Medical Center in Jackson, Mississippi, at 9:00 a.m., and pursuant to notice in writing mailed
by certified letter with return receipt requested on December 3, 2009, to each and every member of said
Board, said date being at least five days prior to this October 21, 2010 meeting. At the above-named place
there were present the following members to wit: Mr. H. Ed Blakeslee, Dr. Stacy Davidson, Dr. Bettye
Henderson Neely, Mr. Aubrey B. Patterson, Mr. Alan Perry, Ms. Christine Pickering (by phone), Ms. Robin
J. Robinson, Mr. Scott Ross, Dr. Douglas Rouse, Mr. C.D. Smith and Ms. Amy Whitten. Mr. Bob Owens
was absent. The meeting was called to order by Dr. Bettye Neely, President, and opened with prayer by
Trustee Patterson.


                                       ANNOUNCEMENTS

<      President Bettye Neely welcomed the Student Government Association presidents: Mr. Corey
       Cooper – Alcorn State University, Mr. Thomas Sellers – Mississippi State University, Mr. Brandon
       Newsome – Mississippi University for Women, Miss Virginia Burke – University of Mississippi,
       and Miss Kasey Mitchell – University of Southern Mississippi.


                               APPROVAL OF THE MINUTES

On motion by Trustee Patterson, seconded by Trustee Robinson, with Trustee Owens absent and not voting
and Trustee Pickering participating by phone, all Trustees legally present and participating voted
unanimously to approve the Minutes of the Board meetings held on September 16, 2010, October 4, 2010
and October 7, 2010, stand approved.


                                       CONSENT AGENDA

On motion by Trustee Robinson, seconded by Trustee Perry, with Trustee Owens absent and not voting and
Trustee Pickering participating by phone, all Trustees legally present and participating voted unanimously
to approve the following Consent Agenda.

ACADEMIC AFFAIRS

1.     System - Approved the following academic program modifications:
       a.    Jackson State University request to rename the MST in Science and Mathematics Teaching
             (CIP 13.999) to the MST in Mathematics and Science Teaching (no CIP change) to align
             the name with the academic unit where the degree resides. The proposed name changes will
             require minimal resources (e.g., change of campus signs, stationery, recruiting materials,
             etc.), which will be covered by existing funds within the Department of Mathematics.
       b.    The University of Mississippi Medical Center request to rename the PhD in Human
             Pathology (CIP 26.0910) to the PhD in Pathology (no CIP change) to make the name more
             concise and aligned with academic unit where the degree resides. The proposed name

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                       MINUTES OF THE BOARD OF TRUSTEES OF
                      STATE INSTITUTIONS OF HIGHER LEARNING
                                   October 21, 2010

           change will require minimal resources (e.g., change of campus signs, stationery, recruiting
           materials, etc.), which will be covered by existing funds within the Department of Pathology.
2.   System - Approved the following academic unit modifications:
     a.    Delta State University request to reorganize the College of Education by combining the
           Division of Teacher Education with the Division of Rural School Leadership and
           Research and naming the combined unit the Division of Teacher Education, Leadership,
           and Research. This reorganization will support collaboration across educator preparation
           programs and enhance institutional effectiveness.
     b.    Delta State University request to reorganize the College of Arts and Sciences by combining
           the Division of Social Sciences with the Department of History and naming the combined
           unit the Division of Social Sciences. This reorganization will streamline administrative and
           improve costs efficiencies.
     c.    Mississippi State University request to reorganize the College of Agriculture and Life
           Sciences by combining the Department of Biochemistry and Molecular Biology with the
           Department of Entomology and Plant Pathology and naming the combined unit the
           Department of Biochemistry, Molecular Biology, Entomology and Plant Pathology. This
           reorganization strategically creates a stronger interdisciplinary department that will facilitate
           shared resources, academic program realignment, and better serve the mission of institution.
3.   UMMC - Approved the following new academic units:
     a.    The University of Mississippi Medical Center request to establish the Department of Health
           Sciences. This new academic department will house the undergraduate and graduate degrees
           in Health Sciences. The BS in Health Sciences is one of the fastest growing programs within
           the School of Health Related Profession. The new department will be funded with tuition
           revenue and existing resources with the School of Health Related Professions.
     b.    The University of Mississippi Medical Center request to establish the Department of
           Radiologic Sciences. This new academic department will house the BS in Radiologic
           Science degree program. A senior associate dean will serve as chair in the interim until the
           faculty selects a permanent chair. The new department will be funded with tuition
           revenue and existing resources with the School of Health Related Professions.

BUDGET, FINANCE AND AUDIT

4.   JSU - Approved the request to issue the third addendum to the agreement with the Follett Higher
     Education Group, Inc. to offer a textbook rental program effective for the spring 2011 term. The
     length of the contract is ten years - July 1, 2006 to June 30, 2016. In scope of services, the
     addendum becomes effective with the spring 2011 academic term, but this addendum does not alter
     the current contract dates outlined above. This is a revenue-generating agreement. JSU earns 8.5%
     sales commission on gross bookstore sales. The current contract is generating approximately
     $311,000 of sales commission revenues annually to the university. The textbook pricing provisions
     of the original agreement do not apply to the rental program. Rental fees charged to students will
     feature a discount of at least an average of 50% off of the new textbook sales price and rentals will
     be offered for most titles currently available. The university estimates a small decrease
     (approximately $31,000) in future annual sale commissions realized due to the implementation of
     the textbook rental system. A copy of the agreement which has been reviewed and approved by the
     Attorney General’s Office is available at the Board Office.

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                       MINUTES OF THE BOARD OF TRUSTEES OF
                      STATE INSTITUTIONS OF HIGHER LEARNING
                                   October 21, 2010


5.   MUW - Approved the request to enter into a contract with Corporate Dining, Inc. (CDI) to provide
     snack vending services to the campus. The length of the contract is five years - October 21, 2010
     to October 20, 2015. This agreement will automatically renew for a one-year term unless either
     party terminates 90 days prior to the expiration date. The expected gross sales will be between
     $425,000 and $500,000 over the five-year period generating a commission of approximately $8,500
     to $10,000 annually. MUW will receive a certain level of revenues on all vending sales. This level
     of revenue fluctuates based upon a sliding commission scale. The scale is included in the bound
     copy of the October 21, 2010 Board Working File. Past vending revenue for MUW has been less
     than $10,000 annually received from four vendors. Granting one vendor exclusive sales privileges
     will streamline the vending process, mitigate security issues as a result of reduced access to
     buildings, and reduce costs due to energy miser vending machines. Commissions will fluctuate
     based on product sales. A copy of the contract which has been reviewed and approved by the
     Attorney General’s Office is available at the Board Office.
6.   UMMC - Approved the request to enter into an agreement with Crussin’ Explorer Transportation,
     Inc. doing business as Cline Tours, Inc. to provide shuttle services to and from the Veterans
     Memorial Stadium to and around the UMMC campus and the Jackson Medical Mall for employees,
     visitors, students, and patients. The contract length is three-years with an option to renew for 2 one-
     year periods unless terminated in advance in writing - November 1, 2010 to October 31, 2015. Costs
     are based on an hourly rate of $29.40. The agreement provides for possible annual (effective July
     1st) fuel cost adjustments and inflation escalations of a maximum of 2.5%, based on wholesale price
     index. The total cost for a five-year period is not to exceed $2.5 million. A breakdown of the costs
     is included in the bound October 21, 2010 Board Working File. The agreement will be funded by
     state appropriated funds. A copy of the agreement which has been reviewed and approved by the
     Attorney General’s Office is available at the Board Office.
7.   UMMC - Approved the request to enter into an agreement with Huron Consulting Services, LLC
     doing business as Stockamp to provide consulting services related to the implementation of back-
     end revenue cycle improvements in process design and long-term sustainability. The contract length
     is ten months - November 1, 2010 to August 31, 2011. The total cost for the contract period is
     estimated at $6,570,00. A breakdown of the fees is included in the bound October 21, 2010 Board
     Working File. The agreement will be funded by hospital patient revenue. A copy of the agreement
     which has been reviewed and approved by the Attorney General’s Office is available at the Board
     Office.
8.   UMMC - Approved the request to enter into an agreement with Corepoint Health, LLC for licensing
     and professional services. The length of the contract is five years - November 1, 2010 to October
     31, 2015. The total cost for the contract period is estimated at $301,070. A breakdown of the fees
     is included in the bound October 21, 2010 Board Working File. The agreement will be funded by
     state appropriated funds. A copy of the agreement which has been reviewed and approved by the
     Attorney General’s Office is available at the Board Office.
9.   UMMC - Approved the request to enter into a sublease agreement with University Physicians,
     PLLC to lease 2,236 square feet of medical office space to be used for hospital diagnostic clinical
     space. The length of the contract is five years - November 1, 2010 to October 31, 2015. The first
     year cost is $50,578.32 based on a $22.62 per square footage cost. The master lease associated with
     this agreement provides for an approximate two percent annual increase. The total cost for the five-
     year period is $263,266.64. The contract will be funded by hospital patient revenue. A copy of the

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                             MINUTES OF THE BOARD OF TRUSTEES OF
                            STATE INSTITUTIONS OF HIGHER LEARNING
                                         October 21, 2010

      agreement which has been reviewed and approved by the Attorney General’s Office is available at
      the Board Office.
10.   USM - Approved the request to enter into a revenue lease agreement with E-Z-EM, Inc. for 3,180
      square feet of space located in the university’s Innovation Research Park. This agreement also
      allows E-Z-EM the usage of certain laboratory equipment owned and maintained by USM located
      within the shared space areas of the facility. The maximum length of the contract is ten years plus
      a four-month transitional period - October 22, 2010 to February 21, 2021. The contract will begin
      upon full execution and will include an initial four-month transition period to allow E-Z-EM to place
      equipment and complete other leaseholds. After the transition period is concluded the one year term
      begins. Costs are noted for the ten-year four-month period. USM will receive $15,900 from E-Z-
      EM during a Transition Period. This transition period will allow the company to move equipment
      and related infrastructure into the leased premises and conclude other company leasehold. When
      the transition period concludes, USM will receive $63,600 for the first annual year of this
      agreement. If the contract’s optional years are exercised, total contractual revenues received could
      increase to $651,900 (even more depending upon built-in CPI price inflators). A table outlining the
      possible revenues is included in the bound October 21, 2010 Board Working File. A copy of the
      agreement which has been reviewed and approved by the Attorney General’s Office is available at
      the Board Office.
11.   System - Approved the escalation of the Ayers Endowment Budgets for ASU and MVSU as shown
      below. The escalations are needed to cover increased costs associated with program operating costs
      and diversity student aid awards. The original budgets were approved at the June 2010 Board
      Meeting. At that time, the Board staff relied on estimates of available funding for these programs.
       Actual funding is now known and the institutions have requested to revise budgets to actual.
      Alcorn State University
                                             Current Budget      Budget     Revised Budget
                Object of Expenditure           FY 2011          Revision      FY 2011
         Salaries, Wages & Fringe Benefits
          Travel
          Contractual Services
          Commodities
          Capital Outlay:
            Equipment
            Library Resources
          Student Aid                        $       223,457 $      67,005 $       290,462

                            Total            $       223,457 $      67,005 $       290,462




                                                   4
                             MINUTES OF THE BOARD OF TRUSTEES OF
                            STATE INSTITUTIONS OF HIGHER LEARNING
                                         October 21, 2010


      Mississippi Valley State University
                                              Current Budget       Budget      Revised Budget
                Object of Expenditure            FY 2011           Revision       FY 2011
         Salaries, Wages & Fringe Benefits   $        48,578                  $        48,578
          Travel
          Contractual Services
          Commodities                                          $       2,875 $          2,875
          Capital Outlay:
            Equipment
            Library Resources
          Student Aid                        $       476,549 $         7,500 $       484,049

                            Total            $       525,127 $        10,375 $       535,502

REAL ESTATE

12.   MSU - Approved the initiation of GS 113-130, Necropsy Renovation, and the appointment of Pryor
      and Morrow Architects, P.A. as design professionals. The project includes 18,248 square feet of
      renovations and additions to the existing Necropsy wing at the Wise Center on the university
      campus. The goal of the project will be to bring the facility up to a BSL-2 (Bio Safety Level 2) as
      well as replace the existing incinerator with a modern digester. The project budget is $13 million.
      Funds are available from HB 1701, Laws of 2010 ($13 million).
13.   MVSU - Approved the initiation of GS 106-220, Re-Roof Physical Plant Building, and the
      appointment of Pryor and Morrow Architects, P.A. as design professionals. The project will provide
      a retrofit standing seam metal roof to the existing Physical Plant Building and renovate the interior
      with a revised layout and new finishes in order to improve the performance of Plant Operations. The
      project budget is $1.4 million. Funds are available from HB 1722, Laws of 2009 ($1.4 million).
14.   USM - Approved the appointment of Atherton Consulting Engineers, Inc. as design professionals
      for GS 108-260, Residence Halls Sprinkler Systems, Hattiesburg. The project will design and
      install a fire sprinkler system in Hattiesburg Hall, Mississippi Hall, Bolton Hall, and Hillcrest
      dormitory on the Hattiesburg campus. The project budget is $2 million. Funds are available from
      HB 1722, Laws of 2009 ($2 million).
15.   USM - Approved the appointment of Watkins & O’Gwynn as design professionals for GS 108-264,
      Energy Reduction Retrofits, Hattiesburg. The project will perform energy reduction retrofits on
      lighting, mechanical and control systems on various buildings throughout the Hattiesburg campus.
      The project budget is $2 million. Funds are available from HB 1722, Laws of 2009 ($2 million).
16.   UMMC - Approved the initiation of IHL 209-538, 4th Floor Renovations - 764 Lakeland
      Building, and the appointment of Dale and Associates Architects, P.A. as design professionals. The
      project budget is $3,425,536. Funds are available from restricted funds ($3,425,536).
17.   UM - Approved the change in scope for GS 107-302, Lamar Hall Renovations, as well as an
      increase in the project budget from $3 million to $5 million for an increase of $2 million. A phased
      renovation of this building is planned in order to bring new classroom and office space online as
      soon as possible. The original $3 million project budget needs to be increased due to the design
      professional’s mechanical and electrical estimates which will consume most of the $3,000,000

                                                   5
                        MINUTES OF THE BOARD OF TRUSTEES OF
                       STATE INSTITUTIONS OF HIGHER LEARNING
                                    October 21, 2010

      project budget. Funds are available from HB 1722, Laws of 2009 ($3 million) and HB 1701, Laws
      of 2010 ($2 million).
18.   UM - Approved the request to change the scope, to change the funding source, and to increase the
      project budget from $500,000 (Pre-Planning) to $8 million for an increase in the amount of $7.5
      million for IHL 207-316, Central Mechanical Plant. The Board also approved the request to
      transfer the project to the Bureau of Building as GS 107-305 due to the project consisting entirely
      of state bond funds. Since November 2008, it has been determined by the university that boilers
      should be included in this project as well as chillers. Funds are available from HB 1701, Laws of
      2010 ($8 million).
19.   UMMC - Approved the request to change the funding source for IHL 209-532, Cardiovascular
      Renovations, from hospital patient revenues to Educational Building Corporation (MCEBC) funds.
      The previous funding source of hospital patient revenues was stated in error. The project budget is
      $17,182,052. Funds are available from MCEBC.
20.   JSU - Approved the request to name the JSU Guest House (former president’s home) the Fannie Lou
      Hamer Guest House in honor of her extraordinary service to the State of Mississippi and the nation.
21.   MSU - Approved the request to award to the highest bidder approximately 113 acres of timber from
      the John W. Starr Memorial Forest. The timber sales include 10-07PT, approximately 72 acres to
      be sold to Henry E. Davis Logging - DeKalb, MS for $201,979, and 10-08PP, approximately 41
      acres to Hayes Hunt Logging, Inc. - Sturgis, MS for $4,188. The Attorney General’s Office has
      reviewed and approved all documentation related to this item.
22.   MSU - Approved the request to delete Building 2235, Golf House from inventory and demolish it.
      The 1,035 square foot house constructed in 1945 is wood-framed with a conventional foundation.
      The house has significant structural issues, the repair of which would not be economically feasible.
      The building would be demolished following notification of the Mississippi Department of
      Environmental Quality. The approval letter has been received from the Mississippi Department of
      Archives and History.
23.   UMMC - Approved the request for three development teams to make up the short list of potential
      development teams and to participate in the Request for Proposal process for Parking Garage C. The
      three development teams include: Signet-Harrell Development, MEDPark, Inc. and Capstone
      Development Company.
24.   USM - Approved the request to purchase a residential property containing 1,246 square feet located
      at 507 North 37th Avenue, Hattiesburg, Mississippi, in the amount of $110,000, the lower of two
      appraisals. The property is intended to be used to temporarily house university activities until such
      time as the property is needed for future expansion. Funds are available from unexpended plant
      funds ($110,000).

LEGAL

25.   DSU - Approved the request to hire the firm of Cox and Moore as outside counsel. Delta State is
      preparing to sell several residences it owns in the neighborhood north of Highway 8 and south of
      the university’s athletic fields. Cox and Moore will research the background on these parcels and
      other parcels gifted to the university over the years. The firm will then compile a master property
      file with descriptions, deeds, titles, etc. on each parcel. Cox & Moore will also be asked to identify
      the approval steps under MS code or IHL policy necessary to sell any of these properties. The
      attorney hourly rate to be charged will be $125. The maximum amount payable under the contract

                                                    6
                        MINUTES OF THE BOARD OF TRUSTEES OF
                       STATE INSTITUTIONS OF HIGHER LEARNING
                                    October 21, 2010

      will be $10,000. This contract will be terminable with thirty days advance written notice by either
      party. The Attorney General has approved this request.
26.   UMMC - Approved the request to hire the Butler, Snow, O’Mara, Stevens and Cannada firm as
      outside counsel for healthcare regulatory and compliance matters, representation at administrative
      hearings, for intellectual property matters, and for human resources, commercial and general
      matters. The contract period would be from November 1, 2010 through October 31, 2011. The
      hourly rates to be charged for attorneys under the contract would be $225 for intellectual property
      matters and $215 for all other matters. The maximum amount payable under the contract would be
      $200,000. Either party may terminate the agreement by providing thirty days advance written
      notice. The Attorney General has approved this request.

27.   PERSONNEL REPORT

EMPLOYMENT

Mississippi State University
Rehired Retirees making more than $20,000 who are NOT on contract.

•     Barbara Benton, former position: Teacher; re-employment position: Lecturer; salary of $32,010 per
      annum pro rata; re-employment period: August 16, 2010 to June 30, 2011
•     Susan Bridges, former position: Professor; re-employment position: Research Professor; salary of
      $63,318 per annum pro rata; re-employment period: July 1, 2010 to June 30, 2011
•     Lynn Chamblee, former position: Teacher; re-employment position: Lecturer; salary of $30,000 per
      annum pro rata; re-employment period: August 16, 2010 to June 30, 2011
•     Diane Daniels, former position: Director; re-employment position: Director; salary of $35,000 per
      annum pro rata; re-employment period: August 16, 2010 to June 30, 2011
•     Charles Eason, former position: Principal Lauderdale County School; re-employment position:
      Student Intern Supervisor; salary of $32,010 per annum pro rata; re-employment period: July 1, 2010
      to June 30, 2011
•     Jack Elliott, former position: Lecturer; re-employment position: Lecturer; salary of $32,010 per
      annum pro rata; re-employment period: August 16, 2010 to June 30, 2011
•     Marineta Gardner, former position: Teacher; re-employment position: Lecturer; salary of $27,500
      per annum pro rata; re-employment period: July 1, 2010 to June 30, 2011
•     Robert Griffin, former position: District Administrator Mississippi Department Wildlife, Fisheries
      and Parks; re-employment position: Lecturer; salary of $32,500 per annum pro rata; re-employment
      period: July 1, 2010 to June 30, 2011
•     Charles Guest, former position: General Counsel; re-employment position: University Legal
      Consultant; salary of $81,024 per annum pro rata; re-employment period: August 16, 2010 to June
      30, 2011
•     Leslie Hammons, former position: Business Coordinator; re-employment position: Business
      Coordinator; salary of $25,480 per annum pro rata; re-employment period: July 1, 2010 to June 30,
      2011
•     Sarah Harris, former position: Administrative Assistant; re-employment position: Program Manager;
      salary of $26,158 per annum pro rata; re-employment period: July 1, 2010 to June 30, 2011



                                                   7
                        MINUTES OF THE BOARD OF TRUSTEES OF
                       STATE INSTITUTIONS OF HIGHER LEARNING
                                    October 21, 2010

•     Cynthia Hemphill, former position: Administrative Assistant; re-employment position:
      Administrative Assistant; salary of $35,000 per annum pro rata; re-employment period: August 16,
      2010 to June 30, 2011
•     Jo Humphries, former position: Librarian; re-employment position: Lecturer; salary of $27,500 per
      annum pro rata; re-employment period: July 1, 2010 to June 30, 2011
•     James Jones, former position: Professor; re-employment position: Lecturer; salary of $24,480 per
      annum pro rata; re-employment period: July 1, 2010 to June 30, 2011
•     Sarah Laughlin, former position: Teacher; re-employment position: Lecturer; salary of $30,000 per
      annum pro rata; re-employment period: July 1, 2010 to June 30, 2011
•     Mark Lehman, former position: Associate Professor; re-employment position: Lecturer; salary of
      $30,000 per annum pro rata; re-employment period: July 1, 2010 to June 30, 2011
•     Rose Lyles, former position: Teacher; re-employment position: Lecturer; salary of $30,000 per
      annum pro rata; re-employment period: August 16, 2010 to June 30, 2011
•     Charles Mastin, former position: Professor; re-employment position: Lecturer; salary of $70,000 per
      annum pro rata; re-employment period: August 16, 2010 to June 30, 2011
•     Patricia Matthes, former position: Director; re-employment position: Associate Dean for Technology
      Services; salary of $41,720 per annum pro rata; re-employment period: July 1, 2010 to June 30, 2011
•     Judith Miller, former position: Executive Director and Assistant Professor; re-employment position:
      Lecturer; salary of $32,010 per annum pro rata; re-employment period: July 1, 2010 to June 30, 2011
•     William Moore, former position: Leader, Mississippi Cooperative Extension Center; re-employment
      position: Sentinel Pilot Coordinator; salary of $29,846 per annum pro rata; re-employment period:
      July 1, 2010 to June 30, 2011
•     Sherry Morgan, former position: Principal; re-employment position: Supervisor of Student Teachers;
      salary of $32,010 per annum pro rata; re-employment period: July 1, 2010 to June 30, 2011
•     Sydney Pickett, former position: Teacher Lauderdale County; re-employment position: Instructor;
      salary of $32,010 per annum pro rata; re-employment period: July 1, 2010 to June 30, 2011
•     Noel Polk, former position: Publications Editor and Professor; re-employment position: Editor;
      salary of $47,730 per annum pro rata; re-employment period: July 1, 2010 to June 30, 2011
•     George Reed, former position: Associate Athletic Director; re-employment position: Associate
      Athletic Director and Special Projects; salary of $46,512 per annum pro rata; re-employment period:
      July 1, 2010 to June 30, 2011
•     Anna Schroeder, former position: Service Center Director; re-employment position: Supervisor;
      salary of $32,010 per annum pro rata; re-employment period: July 1, 2010 to June 30, 2011
•     Leah Stinson, former position: Teacher Neshoba Central Elementary; re-employment position:
      Instructor; salary of $32,010 per annum pro rata; re-employment period: July 1, 2010 to June 30,
      2011

IHL Executive Office
Rehired Retirees making more than $20,000 who are NOT on contract.

•     Ray Bailey, former position: Superintendent Buildings and Grounds; re-employment position:
      Superintendent Building and Grounds; salary of $30,775 per annum pro rata; re-employment period:
      July 1, 2010 to June 30, 2011




                                                   8
                        MINUTES OF THE BOARD OF TRUSTEES OF
                       STATE INSTITUTIONS OF HIGHER LEARNING
                                    October 21, 2010

•     Zeleder Barnes, former position: Teacher Harrison County Schools; re-employment position:
      College Coach; salary of $31, 200 per annum pro rata; re-employment period: July 1, 2010 to June
      30, 2011
•     Lewis Carlisle, former position: Director of Technology Rankin County Schools; re-employment
      position: Project Manager/System’s Analyst; salary of $24,960 per annum pro rata; re-employment
      period: July 1, 2010 to June 30, 2011
•     William Chambers, former position: Principal Leake County Schools; re-employment position:
      College Coach; salary of $31,200 per annum pro rata; re-employment period: July 1, 2010 to June
      30, 2011
•     Brenda Chaney, former position: Counselor Newton County School; re-employment position:
      College Coach; salary of $31,200 per annum pro rata; re-employment period: July 1, 2010 to June
      30, 2011
•     Benjamin Esquibel, former position: Principal Pascagoula Public Schools; re-employment position:
      College Coach; salary of $31,200 per annum pro rata; re-employment period: July 1, 2010 to June
      30, 2011
•     Christine Guillotte, former position: Director Purchasing and Property; re-employment position:
      Director Purchasing and Property; salary of $22,575 per annum pro rata; re-employment period: July
      1, 2010 to June 30, 2011
•     Michael Haynie, former position: Headmaster Oxford University School; re-employment position:
      College Coach; salary of $31,200 per annum pro rata; re-employment period: July 1, 2010 to June
      30, 2011
•     Shirley King, former position: Literacy Coach Jackson Public School; re-employment position:
      College Coach; salary of $31,200 per annum pro rata; re-employment period: July 1, 2010 to June
      30, 2011
•     Rebecca Marble, former position: Principal Leake County School; re-employment position: College
      Coach; salary of $31,200 per annum pro rata; re-employment period: July 1, 2010 to June 30, 2011
•     Shirley Nichols, former position: Assistant Superintendent Leake County Schools; re-employment
      position: College Coach; salary of $31,200 per annum pro rata; re-employment period: August 30,
      2010 to June 30, 2011
•     Rita Noullet, former position: Teacher Harrison County School; re-employment position: College
      Coach; salary of $31, 200 per annum pro rata; re-employment period: September 27, 2010 to June
      30, 2011
•     Peggy Orey, former position: Literacy Director Jackson Public Schools; re-employment position:
      College Coach; salary of $31, 200 per annum pro rata; re-employment period: July 1, 2010 to June
      30, 2011
•     Ethel Woodley, former position: Teacher North Bolivar School District; re-employment position:
      College Coach; salary of $31, 200 per annum pro rata; re-employment period: September 16, 2010
      to June 30, 2011

University of Southern Mississippi
Rehired Retirees making more than $20,000 who ARE on contract

•     Edward Leonard, former position: Superintendent of Forest School; re-employment position:
      Visiting Assistant Professor, Department of Educational Leadership and School Counseling; salary
      of $25,000 per annum, pro rata; re-employment period: August 16, 2010 through May 19, 2011


                                                  9
                         MINUTES OF THE BOARD OF TRUSTEES OF
                        STATE INSTITUTIONS OF HIGHER LEARNING
                                     October 21, 2010

•      Perrin Lowrey, former position: Assistant Superintendent of Hattiesburg Public Schools; re-
       employment position: Visiting Associate Professor, Department of Curriculum, Instruction, and
       Special Education; salary of $34,400 per annum, pro rata; re-employment period: August 16, 2010
       through May 19, 2011
•      Aubrey K. Lucas, former position: President; re-employment position: President Emeritus and
       Professor, Department of Educational Studies and Research; salary of $100,000 per annum, pro rata;
       re-employment period: July 1, 2010 through June 30, 2011
•      Beth Richmond, former position: Associate Professor of Curriculum, Instruction and Special
       Education; re-employment position: Administrative Accreditation Assistant and Associate
       Professor, Department of Curriculum, Instruction, and Special Education; salary of $42,976 per
       annum, pro rata; re-employment period: July 1, 2010 through June 30, 2011
•      Betty Purvis; former position: Business Manager; re-employment position: Intermittent
       Worker/Business Manager; salary of $26,137 per annum, pro rata; re-employment period April 1,
       2010 to June 30, 2010

CHANGE OF STATUS

Mississippi State University
Richardson, Lynne D.

Mississippi State University - Athletics
Jerry S. Dudley, from Associate Women’s Track and Head Cross Country Coach, Athletics, salary of
$56,353; E&G Funds; to, effective November 1, 2010, Head Coach, Athletics Track and Field,
$70,000.00 per annum, pro rata, effective November 1, 2010. Approval is requested to award a four-
year contract to Mr. Dudley effective November 1, 2010 through October 31, 2014

University of Mississippi - Athletics
•     Mark Beyers, Head Women’s Tennis Coach; Athletics; from contract period of July 01, 2010 to
      June 30, 2014; salary of $97,000 per annum, pro rata; Auxiliary Funds; to, effective September
      01, 2010, annual salary of $102,000 per annum, pro rata; Auxiliary Funds; no change in contract
      period
•     Michael F. Bianco, Head Men’s Baseball Coach; Athletics; from contract period of July 01, 2010
      to June 30, 2014; salary of $515,000, per annum, pro rata ($200,000 Auxiliary Funds and
      $315,000 Foundation Funds); to, effective September 1, 2010, change in distribution of $515,000
      salary ($220,000 Auxiliary Funds and $295,000 Foundation Funds); no change in contract period
•     Andrew J. Kennedy, Head Men’s Basketball Coach; Athletics; from contract period of April 1,
      2010 to March 31, 2014; salary of $1,300,000 per annum, pro rata ($200,000 Auxiliary Funds
      and $1,100,000 Foundation Funds); to, effective September 1, 2010, change in distribution of
      $1,300,000 salary ($220,000 Auxiliary funds and $1,080,000); no change in contract period
•     Houston D. Nutt, Head Football Coach; Athletics; from contract period of January 1, 2010 to
      December 31, 2013; salary of $2,625,000 per annum, pro rata ($200,000 Auxiliary Funds and
      $2,425,000 Foundation Funds); to, effective September 1, 2010, change in distribution of
      $2,625,000 salary ($220,000 Auxiliary Funds and $2,405,000 Foundation Funds); no change in
      contract period



                                                  10
                         MINUTES OF THE BOARD OF TRUSTEES OF
                        STATE INSTITUTIONS OF HIGHER LEARNING
                                     October 21, 2010

LEAVE OF ABSENCE

Jackson State University
Gompa, Vijaya


                                      ACADEMIC AFFAIRS
                              Presented by Trustee Robin Robinson, Chair

On motion by Trustee Robinson, seconded by Trustee Blakeslee, with Trustee Owens absent and not voting
and Trustee Pickering participating by phone, all Trustees legally present and participating voted
unanimously to approve agenda item #1 as submitted on the following Academic Affairs Agenda. On
motion by Trustee Robinson, seconded by Trustee Blakeslee, with Trustee Owens absent and not voting and
Trustee Pickering participating by phone, all Trustees legally present and participating voted unanimously
to approve agenda item #2. On motion by Trustee Robinson, seconded by Trustee Patterson, with Trustee
Owens absent and not voting and Trustee Pickering participating by phone, all Trustees legally present and
participating voted unanimously to approve agenda item #3. On motion by Trustee Robinson, seconded by
Trustee Patterson, with Trustee Owens absent and not voting and Trustee Pickering participating by phone,
all Trustees legally present and participating voted unanimously to approve agenda item #4.

1.     System - Based on institution-prepared proposals and subsequent review and approval by the IHL
       Office of Academic and Student Affairs (OASA), the Board approved the following
       recommendations.
       a.     DELETE the following 4 academic programs:
              ASU            Bachelor of Arts in Economics (CIP 45.0601)
              ASU            Bachelor of Science in Educational Psychology (CIP 42.2806)
              DSU            Bachelor of Business Administration in Office Administration (CIP 52.0204)
              USM            Bachelor of Science in Social and Rehabilitative Services (CIP 44.0701)
       b.     SUSPEND enrollment into the following 2 academic programs.
              ASU            Bachelor of Science in Sports Medicine (CIP 51.0913)
              USM            Master of Science in Recreation and Leisure Management (CIP 31.0101)
       c.     CONTINUE WITH STIPULATION the following 10 academic programs (these programs
              will be subjected to additional review by OASA for two years to assess progress toward
              future productivity):
              ASU            Bachelor of Science in Applied Science (CIP 21.0101)
              ASU            Education Specialist in Elementary Education (CIP 13.1202)
              DSU            Bachelor of Business Administration in Hospitality Service and Management
                             (CIP 52.0901)
              JSU            Master of Science in Mathematics (CIP 27.0101)
              MSU            Master of Fine Arts in Electronic Visualization (CIP 50.0799)
              MSU            Master of Science in Biological Engineering (CIP 14.0501)
              UM             Bachelor of Arts in African American Studies (CIP 50.201)
              UM             Bachelor of Science in Medical Technology (CIP 51.1005)
              USM            Master of Science in Sports and High Performance Materials (CIP 30.0101)
              USM            Master of Science in Forensics (CIP 43.0106)

                                                   11
                         MINUTES OF THE BOARD OF TRUSTEES OF
                        STATE INSTITUTIONS OF HIGHER LEARNING
                                     October 21, 2010

2.     System - Approved the following new academic programs.
       a.    Delta State University request to offer the Bachelor of Science in Music Industry Studies
             degree.
       b.    Delta State University request to offer the Educational Specialist in Counseling degree.
       c.    Mississippi State University request to offer the Doctor of Philosophy in Industrial and
             Systems Engineering degree.
       d.    Mississippi University for Women request to offer the Master of Science in Global
             Commerce degree.
       e.    The University of Mississippi request to offer the Bachelor of General Studies degree.
       f.    The University of Mississippi request to offer the Bachelor of Science in Integrated
             Marketing Communications degree.

3.     System - Approved for first reading the proposed revisions to Board Policy 602 Freshman
       Admission Requirements for University System Institutions. (See Exhibit 1.)

4.     System - Approved for first reading the proposed revisions to Board Policy 605 Proof of
       Immunization shown below.
       605     PROOF OF IMMUNIZATION

               A.     Measles, Mumps, and Rubella

                      Proof of immunization of measles, mumps, and rubella is required (two doses of the MMR vaccine)
                      of all students, unless exempt because of (a) actual or suspected pregnancy (measles or rubella
                      vaccines are not required for females who are pregnant; if pregnancy is suspected, a valid certificate
                      of medical exception from a health provider is required until pregnancy is resolved), (b) medical
                      contraindication, or (c) birth prior to 1957. Temporary waivers may be granted for students enrolled
                      in distance learning courses and/or programs where their time on campus is limited to a minimum
                      number of hours as determined by the admitting IHL institution.

               B.     HEPATITIS B

                      Proof of hepatitis B vaccination is required for students who are involved in health education programs
                      that cause them to be potentially exposed to blood or other bodily fluids.

               C.     TUBERCULOSIS

                      Proof of test screening for tuberculosis by chest x-ray is required for all international students.




                          BUDGET, FINANCE & AUDIT AGENDA
                                   Presented by Trustee Aubrey Patterson

On motion by Trustee Patterson, seconded by Trustee Smith, with Trustee Owens absent and not voting and
Trustee Pickering participating by phone, all Trustees legally present and participating voted unanimously
to approve agenda item #1 as submitted on the following Budget, Finance, and Audit Agenda.




                                                          12
                       MINUTES OF THE BOARD OF TRUSTEES OF
                      STATE INSTITUTIONS OF HIGHER LEARNING
                                   October 21, 2010

1.   MSU - Approved the following contracts with Cotton Mills Development Group (CMDG).
     a.    Request to sell approximately 8.447 acres of land in the amount of $2,880,000, the average
           of two appraisals to CMDG. CMDG agrees to pay the cost for the Buyer’s Attorney fees,
           Deeds, Title Certificates, Surveys, Appraisals, and other Certificates related to closing and
           shall reimburse the university one-half of the costs for the two completed appraisals as well
           as for the entire amount of the completed surveys and market surveys previously done. The
           closing date shall be on or before March 31, 2011. CMDG has the right to close earlier with
           thirty (30) days written notice to the university. Should the CMDG fall through for any
           reason, the university reserves the right to repurchase the 8.447 acres from Cotton Mills
           Development Group for the original purchase price of the property. The Attorney General’s
           Office has reviewed and approved this sale.
     b.    Request to enter into a lease agreement with Cotton Mills Development Group, LLC to lease
           the Cooley Building and parking area in front of the building for a term of 41 years which
           will begin as soon as the renovation is complete or two years after the document is signed,
           whichever is sooner. MSU will then lease back the Cooley Building for an initial term of
           10 years with two 10-year renewal options. CMDG may only sublet the renovated building
           to professional entities such as law firms, accounting firms, and physician offices. CMDG
           will pay MSU $300,000 per year for the lease of the Cooley Building, the land upon which
           it sits, and the area in front of the Cooley Building for total payments of $12,300,000 over
           the 41 year term. Additionally, CMDG will provide MSU with up to $850,000 in cash to
           pay relocation expenses for MSU staff currently located in the Cooley Building to another
           location. The Attorney General’s Office has reviewed and approved the lease agreement.
     c.    Request to lease back portions of the renovated Cooley Building for an initial term of 10
           years with two 10-year renewal options beginning at the date of satisfactory renovation of
           the Cooley Building. MSU will lease office space from CMDG in the amount of $600,000
           per year for 10 years. Additionally, MSU will guarantee use of the Conference facility in
           the amount of $400,000 per year to include conference room rental and food costs associated
           with use of the conference facility. Subsequent lease terms will be for fair market value at
           the time of renewal. The first ten year lease will total $10,000,000 including both the annual
           lease and conference facility use. MSU will also be responsible for the upkeep of a pro-rata
           share of common areas during the lease for an undetermined amount, estimated to be
           $50,000 annually. Because subsequent renewal periods are for an undetermined future
           market value, an accurate estimate of future renewals cannot be stated. MSU is not required
           to use the conference facility after the first 10 year term. The rent will come from a transfer
           of funds currently being paid to rent other property. The Attorney General’s Office has
           reviewed and approved the lease agreement.

2.   System - The Board received a presentation of the Ayers Accountability Manual which was
     approved by the Board at the September retreat. In accordance with the Ayers Settlement
     Agreement, the Board, through its counsel, shall provide to lead counsel for the private plaintiffs and
     counsel for the United States an annual disclosure report reflecting specified line-item information.




                                                   13
                         MINUTES OF THE BOARD OF TRUSTEES OF
                        STATE INSTITUTIONS OF HIGHER LEARNING
                                     October 21, 2010

                                         LEGAL AGENDA
                                 Presented by Trustee Alan Perry, Chair

On motion by Trustee Perry, seconded by Trustee Whitten, with Trustee Owens absent and not voting and
Trustee Pickering participating by phone, all Trustees legally present and participating voted unanimously
to move agenda items #1 - #8 to the Executive Session Agenda.

1.     UM - Request to settle IHL Self-Insured Workers’ Compensation Claim No. 1997668. (This item
       was handled during Executive Session.)

2.     UMMC - Request to settle Tort Claim No. 1625. (This item was handled during Executive
       Session.)

3.     USM - Request to settle the lawsuit styled as Amacker v. the University of Southern Mississippi, et
       al. (This item was handled during Executive Session.)

4.     USM - Request to settle the lawsuit styled as Fitzgerald v. the University of Southern Mississippi,
       et al. (This item was handled during Executive Session.)

5.     USM - Request to settle the lawsuit styled as Fox v. the University of Southern Mississippi, et al.
       (This item was handled during Executive Session.)

6.     USM - Request to settle the lawsuit styled as Agrusa v. the University of Southern Mississippi, et
       al. (This item was handled during Executive Session.)

7.     USM - Request to settle the lawsuit styled as Krell v. the University of Southern Mississippi, et al.
       (This item was handled during Executive Session.)

8.     USM - Request to settle the lawsuit styled as Pinion Properties, LLC v. the University of Southern
       Mississippi, et al. (This item was handled during Executive Session.)


                                   INFORMATION AGENDA
                           Presented by Dr. Hank M. Bounds, Commissioner

ACADEMIC AFFAIRS
1.  JSU - Jackson State University is offering the Bachelor of Science in Childcare and Family
    Education program online to expand student access by providing an alternative program delivery
    method to traditional classroom instruction.

REAL ESTATE
2.   System - The Board received the Real Estate items that were approved by the Board staff
     subsequent to the August 19, 2010 Board meeting in accordance with Board Policy 904 Board
     Approval. (See Exhibit 2.)


                                                    14
                         MINUTES OF THE BOARD OF TRUSTEES OF
                        STATE INSTITUTIONS OF HIGHER LEARNING
                                     October 21, 2010

LEGAL
3.  System - The Board received a report of the payment of legal fees to outside counsel. (See Exhibit
    3.)

ADMINISTRATION/POLICY
4.  System - In compliance with Board policy, the following items have been approved by the
    Commissioner on behalf of the Board and are available for review in the Board Office:
    a.    MSU – On September 30, 2010, approval was granted to enter into a one-year lease renewal
          with Coblentz Properties, LLC to lease approximately 2,500 square feet of office space
          located in Starkville, MS for the Mississippi Migrant Education Center.
    b.    UM – On October 5, 2010, approval was granted to enter into a thirty-year lease with Par
          Avion, LLC to lease hanger space located at the University-Oxford Airport.
    c.    System – On October 5, 2010, approval was granted to the Fiscal Year 2010 Complimentary
          Athletic Tickets Report, as required by Board Policy 613 (C ) Athletics – Athletic Tickets.
    d.    System – On October 12, 2010, the IHL Commissioner reviewed and approved the IHL
          System’s Summary of Participation and Optional Fees for Fiscal Year 2010-11. This
          summary is a required financial report mandated from IHL Board Policy 702.03 Approval
          of Tuition, Fees, and Other Student Charges.


                                     EXECUTIVE SESSION

On motion by Trustee Perry, seconded by Trustee Rouse, with Trustee Owens absent and not voting and
Trustee Pickering participating by phone, all Trustees legally present and participating voted unanimously
to close the meeting to determine whether or not it should declare an Executive Session. On motion by
Trustee Perry, seconded by Trustee Blakeslee, with Trustees Owens, Pickering and Ross absent and not
voting, all Trustees legally present and participating voted unanimously to go into Executive Session for
the reasons reported to the public and stated in these minutes, as follows:

       Discussion of a litigation matter at the University of Mississippi Medical Center,
       Discussion of a prospective litigation matter at the University of Mississippi Medical Center,
       Discussion of a litigation matter at the University of Mississippi,
       Discussion of 6 litigation matters at the University of Southern Mississippi,
       Discussion of a personnel matter at Delta State University,
       Discussion of a personnel matter at the University of Southern Mississippi and
       Discussion of a personnel matter at the Board Office.

During Executive Session, the following matters were discussed and/or voted upon:

       On motion by Trustee Whitten, seconded by Trustee Robinson, with Trustees Owens and Pickering
       absent and not voting, all Trustees legally present and participating voted unanimously to approve
       the request to settle Tort Claim No. 1625, styled as Piearce v. University of Mississippi Medical
       Center, et al., as recommended by counsel.




                                                   15
                          MINUTES OF THE BOARD OF TRUSTEES OF
                         STATE INSTITUTIONS OF HIGHER LEARNING
                                      October 21, 2010


       The Board received an update on a prospective litigation matter at the University of Mississippi
       Medical Center.

       On motion by Trustee Blakeslee, seconded Trustee Rouse, with Trustees Owens and Pickering
       absent and not voting, all Trustees legally present and participating voted unanimously to approve
       the request to settle the IHL Self-Insured Workers’ Compensation claim No. 1997668, styled as
       Tutor v. the University of Mississippi, et al., as recommended by counsel.

       On motion by Trustee Whitten, seconded by Trustee Robinson, with Trustees Owens and Pickering
       absent and not voting, all Trustees legally present and participating voted unanimously to approve
       the requests to settle the lawsuits styled as follows: Amacker v. the University of Southern
       Mississippi, et al., Fitzgerald v. the University of Southern Mississippi, et al., Fox v. the University
       of Southern Mississippi, et al., Agrusa v. the University of Southern Mississippi, et al., and Krell v.
       the University of Southern Mississippi, et al.

       On motion by Trustee Ross, seconded by Trustee Whitten, with Trustees Owens and Pickering
       absent and not voting, all Trustees legally present and participating voted unanimously to approve
       the request to settle the lawsuit styled as Pinion Properties, LLC v. Hadden, et al. as recommended
       by counsel if the agreement provides that the settlement can be disclosed, if required, by a court of
       competent jurisdiction.

       On motion by Trustee Blakeslee, seconded by Trustee Rouse, with Trustees Owens and Pickering
       absent and not voting, all Trustees legally present and participating voted unanimously to authorize
       Commissioner Hank Bounds to renew the contracts of Dr. John Hilpert, President of Delta State
       University, and Dr. Martha Saunders, President of the University of Southern Mississippi, for an
       additional four years.

       The Board discussed a personnel matter at the Board Office.

On motion by Trustee Rouse, seconded by Trustee Davidson, with Trustees Owens and Pickering
absent and not voting, all Trustees legally present and participating voted unanimously to return to
open session.




                                                     16
                         MINUTES OF THE BOARD OF TRUSTEES OF
                        STATE INSTITUTIONS OF HIGHER LEARNING
                                     October 21, 2010


                                         ADJOURNMENT

There being no further business to come before the Board, on motion by Trustee Neely, seconded by Trustee
Perry, with Trustees Owens and Pickering absent and not voting, all Trustees legally present and
participating voted unanimously to adjourn the meeting.



              ____________________________________________________________
                 President, Board of Trustees of State Institutions of Higher Learning



              ____________________________________________________________
              Commissioner, Board of Trustees of State Institutions of Higher Learning




                                                   17
             MINUTES OF THE BOARD OF TRUSTEES OF
            STATE INSTITUTIONS OF HIGHER LEARNING
                         October 21, 2010


                            EXHIBITS

Exhibit 1           Proposed amendments to Board Policy 602 Freshman Admission
                    Requirements for University System Institutions for first reading.

Exhibit 2           Real Estate items that were approved by the IHL Board staff
                    subsequent to the August 19, 2010 Board meeting.

Exhibit 3           Report of the payment of legal fees to outside counsel.




                                 18
EXHIBIT 1
October 21, 2010

SYSTEM – APPROVAL OF PROPOSED AMENDMENTS TO BOARD POLICY 602
FRESHMAN ADMISSION REQUIREMENTS FOR UNIVERSITY SYSTEM
INSTITUTIONS (FIRST READING)

      BEGINNING IN THE SUMMER OF 2012, THE FOLLOWING COLLEGE
      PREPARATORY CURRICULUM WILL APPLY.

      602    FRESHMAN ADMISSION REQUIREMENTS FOR UNIVERSITY SYSTEM
             INSTITUTIONS

             The high school course requirements set forth below are applicable to students
             graduating from high school and entering a public institution of higher learning
             beginning in the summer of 2012.

             A. HIGH SCHOOL COURSE REQUIREMENTS
                (College Preparatory Curriculum)

             Subject       Carnegie Units         Contents and Remarks

             English               4              Compensatory Reading and Compensatory
                                                  Writing may not be included.

             Mathematics           4              Includes Algebra I, Geometry, Algebra II,
                                                  and any one Carnegie Unit of comparable
                                                  rigor and content. (e.g., Advanced Algebra,
                                                  Trigonometry, Pre-Calculus, Calculus, AP
                                                  Calculus AB, AP Calculus BC, Discrete
                                                  Mathematics, Probability and Statistics, or
                                                  AP Statistics.)

             Science               4              Includes Biology I, Chemistry I, and any two
                                                  Carnegie Units of comparable rigor and
                                                  content. (e.g., Physics, Physical Science,
                                                  Biology II, Chemistry II, AP Chemistry,
                                                  Physics II, AP Physics B, AP Physics C –
                                                  Electricity and Magnetism, AP Physics C –
                                                  Mechanics, Botany, Microbiology, or
                                                  Human Anatomy and Physiology.)




                                        Page 1 of 4
EXHIBIT 1
October 21, 2010

              Social Studies        4               Includes World History, U.S. History,
                                                    Introduction to World Geography, U.S.
                                                    Government, Economics, and Mississippi
                                                    Studies. (Credit earned for a State/Local
                                                    Government course in any other state may
                                                    stand in lieu of Mississippi Studies.)

              Arts                  1               Includes any one Carnegie Unit of visual
                                                    and performing arts course(s) meeting the
                                                    requirements for high school graduation.

              Advanced Electives    2               Includes any two Carnegie Units of Foreign
                                                    Language (I and II), Advanced World
                                                    Geography, and a Foreign Language (I) or
                                                    any combination of English, mathematics, or
                                                    lab-based science courses of comparable
                                                    rigor and content to those required above.

      Computer Applications         1/2             Course should emphasize the computer as a
                                                    productivity tool. Instruction should include
                                                    the use of application packages, such as
                                                    word processing and spreadsheets. The
                                                    course should also include basic computer
                                                    terminology and hardware operation.

              Pre-High                              Algebra I, first year Foreign Language,
              School Units                          Mississippi Studies, or Computer
                                                    Applications Studies taken prior to high
                                                    school will be accepted for admission
                                                    provided the course content is the same as
                                                    the high school course.


Subject            Required1 Carnegie Units and             Recommended2 Carnegie Units
Area               Content/Remarks                          and Content/Remarks

English            4     All must require substantial       4       Compensatory Reading and
                         communications skills (i.e.                Compensatory Writing may
                         reading, writing, listening,               not be included.
                         and speaking).

Mathematics        3     Includes Algebra I,                4       Includes Algebra I,
                         Geometry, and Algebra II                   Geometry, Algebra II, and
                                                                    any one Carnegie unit of
                                                                    comparable rigor and

                                          Page 2 of 4
EXHIBIT 1
October 21, 2010

                                                            content. (i.e. Advanced
                                                            Algebra, Trigonometry, Pre-
                                                            Calculus, Calculus, AP
                                                            Calculus AB, AP Calculus
                                                            BC, Discrete Mathematics,
                                                            Probability and Statistics,
                                                            or AP Statistics.)

Science            3   Biology, Advanced Biology,       4   Includes Biology I,
                       Chemistry, Advanced                  Chemistry I, and any two
                       Chemistry, Physics, and              Carnegie units of
                       Advanced Physics or any              comparable rigor and
                       other science course with            content (i.e. Physics,
                       comparable rigor and                 Physical Science, Biology II,
                       content. One Carnegie unit           Chemistry II, AP Chemistry,
                       from a Physical Science              Physics II, AP Physics B,
                       course with content at a level       AP Physics C-Electricity
                       that may serve as an                 and Magnetism, AP Physics
                       introduction to Physics and          C-Mechanics, Botany,
                       Chemistry may be used.               Microbiology, or Human
                       Two of the courses chosen            Anatomy and Physiology).
                       must be laboratory based.


Social             3   Courses should include U.S.      4   Includes World History,
Studies                History (1 unit), World              U.S. History, Introduction to
                       History (1 unit with                 World Geography, U.S.
                       substantial geography                Government, Economics,
                       component), Government (½            and Mississippi Studies
                       unit), and Economics (½              (credit earned for state/local
                       unit) or Geography (½ unit).         government course in any
                                                            other state may stand in lieu
                                                            of Mississippi Studies).

Arts               –   –                                1   Includes any one Carnegie
                                                            unit of visual and
                                                            performing arts course(s)
                                                            meeting the requirements
                                                            for high school graduation.

Advanced           2   Requirements may be met by       2   Includes any two Carnegie
Electives              earning 2 Carnegie units             units of Foreign Language
                       from the following                   (I and II), Advanced World
                       areas/courses, one of which          Geography, and a Foreign
                       must be in Foreign Language          Language I or any

                                        Page 3 of 4
EXHIBIT 1
October 21, 2010

                            or World Geography.                       combination of English,
                             Foreign Language                        mathematics, or lab-based
                             World Geography                         science courses of
                             4th year lab-based                      comparable rigor and
                               Science                                content to those required
                             4th year Mathematics                    above.

Computer
                     ½                                        ½
Applications
                            Course should emphasize the computer as a productivity tool.
                            Instruction should include the use of application packages, such as
                            word processing and spreadsheets. The course should also include
                            basic computer terminology and hardware operation.

Pre-High          Algebra I, first year Foreign Language, Mississippi Studies, or Computer
School Units      Applications taken prior to high school will be accepted for admission provided
                  the course content is the same as the high school course.

Total                15.5                                     19.5

1
    High school Carnegie units required for regular admission to an IHL institution
2
    Recommended high school Carnegie units to enhance preparedness for college-level work




                                            Page 4 of 4
EXHIBIT 2
October 21, 2010
 

SYSTEM: REAL ESTATE ITEMS APPROVED SUBSEQUENT TO THE AUGUST 19,
2010 BOARD MEETING SUBMISSION DEADLINE

NOTE: THE FOLLOWING ITEMS WERE APPROVED BY THE BOARD'S REAL
ESTATE AND FACILITIES STAFF ACCORDING TO BOARD POLICY §904 (A)
BOARD APPROVAL WHICH STATES:

    1. ASU – GS 101-282 – Campus Safety & Security
       Staff Approval: In accordance with Board Policy §904 (A) Board Approval, Board staff
       approved the Initiation of the above project in the amount of $250,000. All project
       initiations with a project budget of $1,000,000 or less and that use state bond funds or
       Ayers funds as a funding source require staff approval. Approval is requested from the
       Bureau of Building, Grounds, and Real Property.
       Staff Approval Date: August 20, 2010
       Project Initiation Date: August 20, 2010
       Design Professional: The Power Source
       General Contractor: N/A
       Contract Award Date: N/A
       Project Budget: $250,000
       Funding Source(s): HB 246, Laws of 2007 IHL Discretionary Fund

    2. ASU – GS 101-283 – Student Health Center
       Staff Approval: In accordance with Board Policy §904 (A) Board Approval, Board staff
       approved the Initiation of the above project in the amount of $750,000. All project
       initiations with a project budget of $1,000,000 or less and that use state bond funds or
       Ayers funds as a funding source require staff approval. Approval is requested from the
       Bureau of Building, Grounds, and Real Property.
       Staff Approval Date: August 5, 2010
       Project Initiation Date: August 5, 2010
       Design Professional: M3 Architects
       General Contractor: N/A
       Contract Award Date: N/A
       Project Budget: $750,000
       Funding Source(s): HB 1701, Laws of 2010

    3. ASU – GS 101-284 – Building Envelope Repairs
       Staff Approval: In accordance with Board Policy §904 (A) Board Approval, Board staff
       approved the Initiation of the above project in the amount of $1,000,000. All project
       initiations with a project budget of $1,000,000 or less and that use state bond funds or
       Ayers funds as a funding source require staff approval. Approval is requested from the
       Bureau of Building, Grounds, and Real Property.
       Staff Approval Date: August 5, 2010
       Project Initiation Date: August 5, 2010
       Design Professional: Burris/Wagnon

                                          Page 1 of 16 
 
EXHIBIT 2
October 21, 2010
 
        General Contractor: N/A
        Contract Award Date: N/A
        Project Budget: $1,000,000
        Funding Source(s): HB 1701, Laws of 2010 ($500,000); DFA Discretionary Funds
        ($500,000)

    4. DSU – GS 102-226 – Science Lab Renovation – Phase II
       Staff Approval #1: In accordance with Board Policy §904 (A) Board Approval, Board
       staff approved Change Order #2 in the amount of $5,709.02 and two (2) additional days
       to the contract of Century Construction and Realty, Inc. Approval is requested from the
       Bureau of Building, Grounds, and Real Property.
       Staff Approval #2: In accordance with Board Policy §904 (A) Board Approval, Board
       staff approved Change Order #3 in the amount of $13,519.94 and five (5) additional
       days to the contract of Century Construction and Realty, Inc. Approval is requested from
       the Bureau of Building, Grounds, and Real Property.
       Staff Approval #3: In accordance with Board Policy §904 (A) Board Approval, Board
       staff approved Change Order #4 in the amount of $38,673.82 and eleven (11) additional
       days to the contract of Century Construction and Realty, Inc. Approval is requested from
       the Bureau of Building, Grounds, and Real Property.
       Staff Approval Date: (#1-2) August 11, 2010; (#3) August 31, 2010
       Change Order Justification: Change Order #2 is necessary to install a gas shut-off
       valve at existing 2” underground service to Caylor Building, repair one section of 18”
       storm drain along 4th Avenue and installation of new Pump Station and associated sewer
       and electrical lines in a different location. Change Order #3 is necessary to repair
       unforeseen existing electrical service encountered during foundation installation, to
       restore power to classrooms affected by the resultant outage, and to re-route the existing
       electrical service outside the area of the foundation. Change Order #4 is necessary to
       modify structural pile layout and foundation details, re-route existing sewer line
       encountered, to repair existing electrical service encountered during foundations
       installation in order to restore power to occupied spaces affected by the resultant outage,
       and to re-route existing electrical service outside and above the area of the new
       foundation installation.
       Total Project Change Orders and Amount: Four (4) change orders for a total amount
       of $114,554.75
       Project Initiation Date: August 21, 2008
       Design Professional: Architecture South P.A.
       General Contractor: Century Construction and Realty, Inc.
       Contract Award Date: December 16, 2009
       Project Budget: $4,750,000
       Funding Source(s): HB 1641, Laws of 2008 ($1,000,000); HB 1722, Laws of 2009
       ($3,750,000)

    5. JSU – GS 103-219 – Johnson/Dansby Replacement Phase I (Johnson Replacement)
       Staff Approval: In accordance with Board Policy §904 (A) Board Approval, Board staff
       approved Change Order #5 in the amount of $83,771.77 and zero (0) additional days to

                                           Page 2 of 16 
 
EXHIBIT 2
October 21, 2010
 
        the contract of Harrell Contracting Group, LLC. Approval is requested from the Bureau
        of Building, Grounds, and Real Property.
        Staff Approval Date: August 23, 2010
        Change Order Justification: The change order is necessary to add ice and water shield
        membrane under all parapet wall caps, provide various Using Agency changes,
        accommodate furniture and equipment installation, and extend the sanitary sewer line to
        the existing S.S. manhole. Also, the change order will allow for the addition of 17 fire
        dampers and additional rated wall framing in 3 locations.
        Total Project Change Orders and Amount: Five (5) change orders for a total amount
        of $188,081.11
        Project Initiation Date: November 20, 2003
        Design Professional: Foil-Wyatt Architects & Planners, PLLC
        General Contractor: Harrell Contracting Group, LLC
        Contract Award Date: March 30, 2009
        Project Budget: $13,773,590
        Funding Source(s): SB 2010, Laws of 2004; HB 246, Laws of 2007 ($11,773,590);
        HB 1641, Laws of 2008 ($2,000,000)

    6. JSU – GS 103-256 – Mechanical Upgrades
       Staff Approval #1: In accordance with Board Policy §904 (A) Board Approval, Board
       staff approved Contract Documents as submitted by The CGM Group, design
       professional. Approval is requested from the Bureau of Building, Grounds, and Real
       Property.
       Staff Approval #2: In accordance with Board Policy §904 (A) Board Approval, Board
       staff approved request to advertise for receipt of bids. Approval is requested from the
       Bureau of Building, Grounds, and Real Property. Approval is requested from the Bureau
       of Building, Grounds, and Real Property.
       Staff Approval Date: August 11, 2010
       Project Initiation Date: August 20, 2009
       Design Professional: The CGM Group
       General Contractor: N/A
       Contract Award Date: N/A
       Project Budget: $2,200,000
       Funding Source(s): HB 1722, Laws of 2009 ($1,200,000); HB 246, Laws of 2007
       ($1,000,000)

    7. JSU – GS 103-256 – Mechanical Upgrades – Phase I (T.B. Ellis)
       Staff Approval: In accordance with Board Policy §904 (A) Board Approval, Board staff
       approved Change Order #1 in the amount of $7,750.00 and thirty-two (32) additional
       days. Approval is requested from the Bureau of Building, Grounds, and Real Property.
       Staff Approval Date: September 8, 2010
       Change Order Justification: The change order is necessary to due to the wiring to the
       cooling tower that is being replaced being undersized for the old tower requirements and
       is therefore undersized for the new tower requirements. The change order will place a


                                           Page 3 of 16 
 
EXHIBIT 2
October 21, 2010
 
        new raceway with underground bore below asphalt drive to accommodate the tower
        connection requirements.
        Total Project Change Orders and Amount: One (1) change order for a total amount of
        $7,750.00
        Project Initiation Date: August 20, 2009
        Design Professional: The CGM Group
        General Contractor: N/A
        Contract Award Date: N/A
        Project Budget: $2,200,000
        Funding Source(s): HB 1722, Laws of 2009 ($1,200,000); HB 246, Laws of 2007
        ($1,000,000)

    8. MSU – GS 105-310 – Harned Hall Renovation – Phase I
       Staff Approval: In accordance with Board Policy §904 (A) Board Approval, Board staff
       approved Change Order #4 in the amount of $375,304.55 and zero (0) additional days to
       the contract of Harrell Contracting Group, LLC. Approval is requested from the Bureau
       of Building, Grounds, and Real Property.
       Staff Approval Date: July 28, 2010
       Change Order Justification: The change order is necessary to install conduit and
       junction boxes for future “Smart Board”, (2) add new communications box in front of
       Hilbun Hall to replace existing, provide additional underground communications conduit
       from new box to existing, (2) add chain link fence at elevator equipment room, add two
       new door frames and doors, (3) sandblast existing walls to remove existing paint then
       repair plaster to acceptable finish, and add lab casework umbilical enclosures.
       Total Project Change Orders and Amount: Four (4) change orders for a total amount
       of $607,177.64
       Project Initiation Date: May 1, 2007
       Design Professional: Eley Guild Hardy Architects
       General Contractor: Harrell Contracting Group, LLC
       Contract Award Date: April 7, 2009
       Project Budget: $17,000,000
       Funding Source(s): SB 2010, Laws of 2004 ($5,000,000); HB 246, Laws of 2007
       ($12,000,000)

    9. MSU – GS 105-314 – Middleton Hall Renovation Phase II
       Staff Approval: In accordance with Board Policy §904 (A) Board Approval, Board staff
       approved Change Order #1 in the amount of $30,319.20 and zero (0) additional days to
       the contract of Weathers Construction, Inc. Approval is requested from the Bureau of
       Building, Grounds, and Real Property.
       Staff Approval Date: August 31, 2010
       Change Order Justification: The change order is necessary for the removal of
       additional Asbestos Containing Material (ACM) that was discovered in concealed
       locations during the demolition process.
       Total Project Change Orders and Amount: One (1) change order for a total amount of
       $30, 319.20

                                         Page 4 of 16 
 
EXHIBIT 2
October 21, 2010
 
        Project Initiation Date: November 18, 2005
        Design Professional: Shafer & Associates
        General Contractor: Weathers Construction, Inc.
        Contract Award Date: April 23, 2010
        Project Budget: $3,750,000
        Funding Source(s): HB 246, Laws of 2007 ($3,000,000); SB 2010, Laws of 2004
        ($750,000)

    10. MSU – GS 113-117 – Wise Center Storm Repairs
        Staff Approval: In accordance with Board Policy §904 (A) Board Approval, Board staff
        approved Change Order #1 in the amount of ($4,838.00) and zero (0) additional days to
        the contract of Thrash Commercial Contractors, Inc. Approval is requested from the
        Bureau of Building, Grounds, and Real Property.
        Staff Approval Date: July 26, 2010
        Change Order Justification: The change order is a request for credit with no extension
        of the contract time. This change order eliminates the exterior stucco in the project and
        replaces it with brick veneer, which will require less maintenance, and will match the
        original finish of the building.
        Total Project Change Orders and Amount: One (1) change order for a total credit
        amount of $4,838.00
        Project Initiation Date: October 20, 2006
        Design Professional: Pryor & Morrow Architects and Engineers, P.A.
        General Contractor: Thrash Commercial contractors, Inc.
        Contract Award Date: January 25, 2010
        Project Budget: $6,790,000
        Funding Source(s): HB 1634, Laws of 2006 ($1,726,000); HB 1641, Laws of 2008
        ($3,000,000); HB 1722, Laws of 2009 ($2,000,000); MSU-CVM ($64,000)

    11. MSU – IHL 205-235-B – New Residence Hall Complex
        Staff Approval: In accordance with Board Policy §904 (A) Board Approval, Board staff
        approved Change Order #2 in the amount of ($196,777.04) and eleven (11) additional
        days to the contract of Harrell Contracting Group, LLC.
        Staff Approval Date: August 2, 2010
        Change Order Justification: The change order is necessary to add HVAC Access
        Panels, Floor drains, addition of two drinking fountains, raise Catwalk, Rice Hall Loop
        Changes, Addition of Butterfly Valves, additional Doors & Cabinets, Media Walls (2-4),
        Shutoff Valves on 2nd & 4th floor, Joist Replacement, Revised Boiler Vents, Fiber
        Change, a request for credit with no extension of the contract time. This change order
        eliminates the exterior stucco in the project and replaces it with brick veneer, which will
        require less maintenance, and will match the original finish of the building.
        Total Project Change Orders and Amount: Two (2) change orders for a total amount
        of $243,603.06
        Project Initiation Date: April 16, 2008
        Design Professional: LPK Architects, P.A.
        General Contractor: Harrell Contracting Group, LLC

                                           Page 5 of 16 
 
EXHIBIT 2
October 21, 2010
 
        Contract Award Date: June 22, 2009
        Project Budget: $29,960,000
        Funding Source(s): EBC Bonds

    12. MSU – IHL 205-245 – Spencer Track Renovations
        Staff Approval: In accordance with Board Policy §904 (A) Board Approval, Board staff
        approved Change Order #1 in the amount of (123,726.22) and twenty-eight (28)
        additional days to the contract of Panola Construction Company.
        Staff Approval Date: July 26, 2010
        Change Order Justification: The change order is necessary for the lowering of the
        grades, changing the substrate, and adding drainage to the track infield at the request of
        MSU.
        Total Project Change Orders and Amount: One (1) change order for a total amount of
        $123,726.22
        Project Initiation Date: June 18, 2009
        Design Professional: CHA Sports
        General Contractor: Panola Construction Company
        Contract Award Date: March 2, 2010
        Project Budget: $3,200,000
        Funding Source(s): MSU Athletic Department Funds

    13. MSU – IHL 205-251 – ICET – SERC Pilot Scale Facility
        Staff Approval #1: In accordance with Board Policy §904 (A) Board Approval, Board
        staff approved Schematic Design Documents as submitted by Shafer and Associates,
        design professional.
        Staff Approval #2: In accordance with Board Policy §904 (A) Board Approval, Board
        staff approved Design Development Documents as submitted by Shafer and Associates,
        design professional.
        Staff Approval Date: August 2, 2010
        Project Initiation Date: January 21, 2010
        Design Professional: Shafer and Associates
        General Contractor: N/A
        Contract Award Date: N/A
        Project Budget: $1,200,000
        Funding Source(s): Federal Grant from the U.S. Dept. of Energy

    14. MVSU – GS 106-201 – J. H. White Library Enhancements
        Staff Approval #1: In accordance with Board Policy §904 (A) Board Approval, Board
        staff approved Design Development Documents as submitted by Duvall, Decker &
        Associates. Approval is requested from the Bureau of Building, Grounds, and Real
        Property.
        Staff Approval #2: In accordance with Board Policy §904 (A) Board Approval, Board
        staff approved request to advertise for receipt of bids. Approval is requested from the
        Bureau of Building, Grounds, and Real Property.
        Staff Approval Date: August 13, 2010

                                           Page 6 of 16 
 
EXHIBIT 2
October 21, 2010
 
        Project Initiation Date: February 22, 2008
        Design Professional: Duvall, Decker & Associates
        General Contractor: N/A
        Contract Award Date: N/A
        Project Budget: $11,500,000
        Funding Source(s): HB 1641, Laws of 2008 ($250,000); Laws of 2004 ($250,000);
        SB 2988, Laws of 2003 ($255,000) and SB 3158, Laws of 2001 ($745,000); AYERS
        ($7,500,000); HB 1722, Laws of 2009 ($2,500,000)

    15. MVSU – GS 106-230 – Stadium Seating Replacement
        Staff Approval: In accordance with Board Policy §904 (A) Board Approval, Board staff
        approved the Initiation of the above project in the amount of $1,000,000. All project
        initiations with a project budget of $1,000,000 or less and that use state bond funds or
        Ayers funds as a funding source require staff approval. Approval is requested from the
        Bureau of Building, Grounds, and Real Property.
        Staff Approval Date: September 2, 2010
        Project Initiation Date: September 2, 2010
        Design Professional: JBHM Architects
        General Contractor: N/A
        Contract Award Date: N/A
        Project Budget: $1,000,000
        Funding Source(s): HB 1701, Laws of 2010

    16. MVSU – GS 106-231 – MVSU Dorm Security
        Staff Approval: In accordance with Board Policy §904 (A) Board Approval, Board staff
        approved the Initiation of the above project in the amount of $275,000. All project
        initiations with a project budget of $1,000,000 or less and that use state bond funds or
        Ayers funds as a funding source require staff approval. Approval is requested from the
        Bureau of Building, Grounds, and Real Property.
        Staff Approval Date: September 2, 2010
        Project Initiation Date: September 2, 2010
        Design Professional: The Power Source
        General Contractor: N/A
        Contract Award Date: N/A
        Project Budget: $275,000
        Funding Source(s): HB 1722, Laws of 2009

    17. UM – GS 107-284 – Faser Hall 3rd Floor
        Staff Approval: In accordance with Board Policy §904 (A) Board Approval, Board staff
        approved Change Order #12 in the amount of ($0) and sixteen (16) additional days to
        the contract of Panola Construction Company.
        Staff Approval Date: August 2, 2010
        Change Order Justification: The change order is due to a delay as a result of the
        University’s integration of the Building Controls System for the space. The work could


                                          Page 7 of 16 
 
EXHIBIT 2
October 21, 2010
 
        not be completed until the Control system was commissioned and activated by University
        personnel.
        Total Project Change Orders and Amount: Twelve (12) change orders for a total
        amount of $206,633.35
        Project Initiation Date: November 17, 2005
        Design Professional: Cooke Douglas Farr Lemons
        General Contractor: CIG Contractors
        Contract Award Date: June 25, 2007
        Project Budget: $3,600,000
        Funding Source(s): SB 2010, Laws of 2004

    18. UM – IHL 207-258 – New Law School
        Staff Approval: In accordance with Board Policy §904 (A) Board Approval, Board staff
        approved Change Order #8 in the amount of $75,180.34 and eight (8) additional days to
        the contract of W. G. Yates Construction.
        Staff Approval Date: August 24, 2010
        Change Order Justification: The change order is necessary to modify the site left in
        place by previous work, add Audio Visual Racks, to reduce length of cabling runs to the
        central communication closet on each floor, add communication closets at three
        locations, relocate thermostats, provide and install transformers for the 264 VAV boxes
        that were excluded from mechanical controls proposal, site modifications at various
        locations, change cleanouts from round to square, add panelboard to 1st floor electrical
        room, move fire hydrant, and add conduit due to additional communications needs in two
        locations.
        Total Project Change Orders and Amount: Eight (8) change orders for a total amount
        of $754,352.13
        Project Initiation Date: April 21, 2005
        Design Professional: Eley Guild Hardy Architects
        General Contractor: W. G. Yates Construction
        Contract Award Date: March 27, 2008
        Project Budget: $50,000,000
        Funding Source(s): HB 246, Laws of 2007, GO Bonds ($10,000,000); Educational
        Building Corporation (EBC) Bonds ($19,977,699.06); Private Gifts and Federal Grant
        ($20,022,300.94)

    19. UM – IHL 207-279 – Old Chemistry Interiors
        Staff Approval: In accordance with Board Policy §904 (A) Board Approval, Board staff
        approved Change Order #8 in the amount of $10,636.26 and zero (0) additional days to
        the contract of Panola Construction Company.
        Staff Approval Date: August 24, 2010
        Change Order Justification: The change order is necessary to remove existing HVAC
        ductwork from attic to allow installation of stainless steel ductwork for fume hood, install
        additional tee’s in existing mechanical system piping, add acid waste piping needed for
        exhaust fans on 4th floor, add seven sprinkler heads due to ceiling furr down changes,
        disconnect power, move projection screen and reconnect power to screen in Room 319,

                                            Page 8 of 16 
 
EXHIBIT 2
October 21, 2010
 
        remove remnants of existing VCT and install new VCT in elevator, examine all plumbing
        fixtures in the male & female bathrooms on four floors of the building, and replace
        projection screen wall switches.
        Total Project Change Orders and Amount: Eight (8) change orders for a total amount
        of $259,908.96.
        Project Initiation Date: May 18, 2006
        Design Professional: The McCarty Group
        General Contractor: Panola Construction Company
        Contract Award Date: February 18, 2009
        Project Budget: $4,500,000
        Funding Source(s): Internal R&R

    20. UM – IHL 207-306 – Center for Manufacturing Excellence
        Staff Approval: In accordance with Board Policy §904 (A) Board Approval, Board staff
        approved Change Order #5 in the amount of ($43,677.91) and zero (0) additional days
        to the contract of Panola Construction Company.
        Staff Approval Date: July 19, 2010
        Change Order Justification: The change order is necessary for waterproofing of below
        grade wall, termite pre-treatment, change size of prairie stone, additional closet to be
        made out of space adjacent to room 208, an alcove added to space adjacent to room 213,
        and changes to the plaza area including waterproofing/insulation.
        Total Project Change Orders and Amount: Five (5) change orders for a total amount
        of $402,014.14
        Project Initiation Date: November 15, 2007
        Design Professional: Cooke Douglas Farr Lemons
        General Contractor: Panola Construction Company
        Contract Award Date: November 13, 2008
        Project Budget: $17,700,000
        Funding Source(s): Mississippi Development Authority

    21. UM – IHL 207-321 – North Residential College – Bid Package A
        Staff Approval #1: In accordance with Board Policy §904 (A) Board Approval, Board
        staff approved Change Order #3 in the amount of $3,680.81 and zero (0) additional days
        to the contract of M & N Excavators, Inc.
        Staff Approval #2: In accordance with Board Policy §904 (A) Board Approval, Board
        staff approved Change Order #4 in the amount of $7,910.90 and zero (0) additional days
        to the contract of M & N Excavators, Inc.
        Staff Approval #3: In accordance with Board Policy §904 (A) Board Approval, Board
        staff approved Change Order #5 in the amount of $19,892.00 and zero (0) additional
        days to the contract of M & N Excavators, Inc.
        Staff Approval Date: July 19, 2010
        Change Order Justification: Change Order #3 is necessary due to the wet ground in
        courtyard, the construction equipment traffic sank deeper into the mud than typical and
        damaged the storm drain pipes that had been installed to carry the water out of this area.
        Change Order #4 is necessary to furnish & install footing wall at sidewalk plaza in order

                                           Page 9 of 16 
 
EXHIBIT 2
October 21, 2010
 
        to install retaining wall and extend sidewalk and plaza concrete as requested by UM
        Housing. Change Order #5 is necessary to furnish & install re-work of Phase II parking
        lot as requested by University Administration.
        Total Project Change Orders and Amount: Five (5) change orders for a total amount
        of $37,483.71
        Project Initiation Date: March 19, 2009
        Design Professional: Cooke Douglas Farr Lemons/Eley Guild Hardy – A Joint Venture
        General Contractor: M & N Excavators, Inc.
        Contract Award Date: September 4, 2009
        Project Budget: $25,000,000
        Funding Source(s): Internal R & R ($5,700,000); Educational Building Corporation
        (EBC) Bonds ($14,700,000); Private Gifts ($4,600,000)

    22. UM – IHL 207-321 – North Residential College – Bid Package C
        Staff Approval #1: In accordance with Board Policy §904 (A) Board Approval, Board
        staff approved Change Order #2 in the amount of $14,740.00 and zero (0) additional
        days to the contract of Selective Masonry.
        Staff Approval #2: In accordance with Board Policy §904 (A) Board Approval, Board
        staff approved Change Order #3in the amount of $275.00 and zero (0) additional days to
        the contract of Selective Masonry.
        Staff Approval Date: July 19, 2010
        Change Order Justification: Change Order #2 is necessary to furnish & install wall
        around proposed trash dumpster location and extend sidewalk and plaza concrete as
        requested by UM Housing. Change Order #3 is necessary to furnish & install the
        electrical, mechanical, plumbing, glazing, framing & rough-in changes to the Servery,
        Food Prep and Kitchen areas.
        Total Project Change Orders and Amount: Three (3) change orders for a total amount
        of $16,215.
        Project Initiation Date: March 19, 2009
        Design Professional: Cooke Douglass Farr Lemons/ Eley Guild Hardy - A Joint
        Venture
        General Contractor: Selective Masonry
        Contract Award Date: July 1, 2009
        Project Budget: $25,000,000
        Funding Source(s): Internal R&R ($5,700,000); Educational Building Corporation
        (EBC) Bonds ($14,700,000); Private Gifts ($4,600,000)

    23. UM – IHL 207-321 – North Residential College – Bid Package E
        Staff Approval #1: In accordance with Board Policy §904 (A) Board Approval, Board
        staff approved Change Order #5 in the amount of $2,624.00 and zero (0) additional days
        to the contract of Pitman Glass Company.
        Staff Approval #2: In accordance with Board Policy §904 (A) Board Approval, Board
        staff approved Change Order #6 in the amount of $8,577.00 and zero (0) additional days
        to the contract of Pitman Glass Company.
        Staff Approval Date: July 19, 2010

                                         Page 10 of 16 
 
EXHIBIT 2
October 21, 2010
 
        Change Order Justification: Change Order #5 is necessary to furnish & install
        mirrors in fitness room including outlet covers. Change Order #6 is necessary for
        changes to Servery, food prep and kitchen area as requested by Aramark Food Service.
        Total Project Change Orders and Amount: Six (6) change orders for a total amount of
        $35,746.00
        Project Initiation Date: March 19, 2009
        Design Professional: Cooke Douglass Farr Lemons/ Eley Guild Hardy - A Joint
        Venture
        General Contractor: Pitman Glass Company
        Contract Award Date: July 1, 2009
        Project Budget: $25,000,000
        Funding Source(s): Internal R&R ($5,700,000); Educational Building Corporation
        (EBC) Bonds ($14,700,000); Private Gifts ($4,600,000)

    24. UM – IHL 207-321 – North Residential College – Bid Package G
        Staff Approval: In accordance with Board Policy §904 (A) Board Approval, Board staff
        approved Change Order #5 in the amount of $10,692.70 and zero (0) additional days to
        the contract of Clinton Interiors.
        Staff Approval Date: July 19, 2010
        Change Order Justification: The change order is necessary to furnish and install
        millwork, drywall in elevator equipment room, two shower doors for residence bathroom
        tubs, also to install a temporary dust wall at South College kitchen, remove and replace
        curbs at server, change swing of door, frame and drywall one plumbing chase and one
        chase wall, tear out walls and replace drywall around freezer at South College.
        Total Project Change Orders and Amount: Five (5) change orders for a total amount
        of ($43,891.80).
        Project Initiation Date: March 19, 2009
        Design Professional: Cooke Douglass Farr Lemons/ Eley Guild Hardy - A Joint
        Venture
        General Contractor: Clinton Interiors
        Contract Award Date: September 4, 2009
        Project Budget: $25,000,000
        Funding Source(s): Internal R&R ($5,700,000); Educational Building Corporation
        (EBC) Bonds ($14,700,000); Private Gifts ($4,600,000)

    25. UM – IHL 207-321 – North Residential College – Bid Package H
        Staff Approval #1: In accordance with Board Policy §904 (A) Board Approval, Board
        staff approved Change Order #2 in the amount of $1,720.00 and zero (0) additional days
        to the contract of Specialty Finishes, Inc.
        Staff Approval #2: In accordance with Board Policy §904 (A) Board Approval, Board
        staff approved Change Order #3 in the amount of $2,404.00 and zero (0) additional days
        to the contract of Specialty Finishes, Inc.
        Staff Approval Date: (#1) July 19, 2010; (#2) July 26, 2010
        Change Order Justification: Change Order #2 is necessary to paint exposed sprinkler
        pipe for ease of identification as requested by the Fire Marshall (City of Oxford).

                                          Page 11 of 16 
 
EXHIBIT 2
October 21, 2010
 
        Change Order #3 is necessary to furnish & install paint at stairwell handrails at stairs 1
        & 2.
        Total Project Change Orders and Amount: Three (3) change orders for a total amount
        of $6,874.00.
        Project Initiation Date: March 19, 2009
        Design Professional: Cooke Douglass Farr Lemons/ Eley Guild Hardy - A Joint
        Venture
        General Contractor: Specialty Finishes, Inc.
        Contract Award Date: July 1, 2009
        Project Budget: $25,000,000
        Funding Source(s): Internal R&R ($5,700,000); Educational Building Corporation
        (EBC) Bonds ($14,700,000); Private Gifts ($4,600,000)

    26. UM – IHL 207-321 – North Residential College – Bid Package I
        Staff Approval: In accordance with Board Policy §904 (A) Board Approval, Board staff
        approved Change Order #3 in the amount of $8,435.00 and zero (0) additional days to
        the contract of Craft Croswell, Inc.
        Staff Approval Date: July 26, 2010
        Change Order Justification: The change order is necessary to furnish and install
        material and labor necessary to patch floor and wall tile in food prep and kitchen areas.
        Total Project Change Orders and Amount: Three (3) change orders for a total amount
        of $16,583.00
        Project Initiation Date: March 19, 2009
        Design Professional: Cooke Douglass Farr Lemons, Ltd and Eley & Associates, a Joint
        Venture
        General Contractor: Craft Croswell, Inc.
        Contract Award Date: July 1, 2009
        Project Budget: $25,000,000
        Funding Source(s): Internal R&R ($5,700,000); Educational Building Corporation
        (EBC) Bonds ($14,700,000); Private Gifts ($4,600,000)

    27. UM – IHL 207-321 – North Residential College – Bid Package M
        Staff Approval #1: In accordance with Board Policy §904 (A) Board Approval, Board
        staff approved Change Order #6 in the amount of $771.00 and zero (0) additional days
        to the contract of South Central Heating & Plumbing Co., Inc.
        Staff Approval #2: In accordance with Board Policy §904 (A) Board Approval, Board
        staff approved Change Order #7 in the amount of $28,112.00 and zer (0) additional days
        to the contract of South central Heating & Plumbing Co., Inc.
        Staff Approval #3: In accordance with Board Policy §904 (A) Board Approval, Board
        staff approved Change Order #8 in the amount of $1,136.00 and zero (0) additional days
        to the contract of South Central Heating & Plumbing Co., Inc.
        Staff Approval Date: August 2, 2010
        Change Order Justification: Change Order #6 is necessary in order to furnish and
        install fire damper in the lower level. Change Order #7 is necessary to add FS-1 and
        additional sanitary sewer piping and to furnish and install re-heat piping, insulation and

                                           Page 12 of 16 
 
EXHIBIT 2
October 21, 2010
 
        controls for the re-heat piping at ERV’s 1 & 2. Change Order #8 is necessary to furnish
        and install 30 gallons of chemical treatment to the closed loop system in the existing
        CMP system as per the direction of the engineer to keep the system from being damaged.
        Total Project Change Orders and Amount: Eight (8) change orders for a total amount
        of ($4,379.00).
        Project Initiation Date: April 21, 2005
        Design Professional: Cooke Douglass Farr Lemons/Eley Guild Hardy – A Joint Venture
        General Contractor: South Central Heating & Plumbing Co., Inc.
        Contract Award Date: September 4, 2009
        Project Budget: $25,000,000
        Funding Source(s): Internal R & R ($5,700,000); Educational Building Corporation
        (EBC) Bonds ($14,700,000); Private Gifts ($4,600,000)

    28. UM – IHL 207-321 – North Residential College – Bid Package N
        Staff Approval: In accordance with Board Policy §904 (A) Board Approval, Board staff
        approved Change Order #13 in the amount of $48,316.50 and zero (0) additional days to
        the contract of Drywall Systems Plus, Inc.
        Staff Approval Date: July 26, 2010
        Change Order Justification: The change order is necessary to furnish and install
        electrical outlets in the communication rooms, furnish and install site lighting needed for
        the south, west and Faculty Row areas, electrical revision to provide server expansion,
        and to furnish and install electrical panel LB and 45 KVA dry type transformer in the
        CMP to serve future bike rack and boiler control panel.
        Total Project Change Orders and Amount: Thirteen (13) change orders for a total
        amount of $137,463.25
        Project Initiation Date: March 19, 2009
        Design Professional: Cooke Douglass Farr Lemons/ Eley Guild Hardy - A Joint
        Venture
        General Contractor: Advance Electric Co., Inc.
        Contract Award Date: July 1, 2009
        Project Budget: $25,000,000
        Funding Source(s): Internal R&R ($5,700,000); Educational Building Corporation
        (EBC) Bonds ($14,700,000); Private Gifts ($4,600,000)

    29. UM – IHL 207-329 – Triplett Alumni Center Renovation
        Staff Approval #1: In accordance with Board Policy §904 (A) Board Approval, Board
        staff approved Change Order #4 in the amount of $63,567.60 and zero (0) additional
        days to the contract of Hooker Construction Company.
        Staff Approval #2: In accordance with Board Policy §904 (A) Board Approval, Board
        staff approved Change Order #5 in the amount of $8,160.00 and zero (0) additional days
        to the contract of Hooker Construction Company.
        Staff Approval #3: In accordance with Board Policy §904 (A) Board Approval, Board
        staff approved Change Order #6 in the amount of $3,840.00 and zero (0) additional days
        to the contract of Hooker Construction Company.
        Staff Approval Date: (#1) July 26, 2010 (#2) August 2, 2010 (#3) August 13, 2010

                                           Page 13 of 16 
 
EXHIBIT 2
October 21, 2010
 
        Change Order Justification: Change Order #4 is necessary due to an additional cost
        of control system above the allowanced amount, to add a sink in Tim’s office, and to add
        three compartment sinks and water heater in Kitchen Room 110. Change Order #5 is
        due to test and balance of HVAC not included in the construction documents. Change
        Order #6 is necessary to insulate under portion of old roof.
        Total Project Change Orders and Amount: Six (6) change orders for a total amount of
        $94,006.40
        Project Initiation Date: September 17, 2009
        Design Professional: Foil-Wyatt Architects
        General Contractor: Hooker Construction Company
        Contract Award Date: December 16, 2009
        Project Budget: $1,998,091.37
        Funding Source(s): Internal R&R ($999.045.68); Private Gifts ($999,045.69)

    30. UMMC – IHL 209-515 – Surgical Short Stay Renovation
        Staff Approval #1: In accordance with Board Policy §904 (A) Board Approval, Board
        staff approved Change Order #2 in the amount of $112,058.00 and ninety-eight (98)
        additional days to the contract of Evan Johnsons and Sons.
        Staff Approval #2: In accordance with Board Policy §904 (A) Board Approval, Board
        staff approved Change Order #3 in the amount of $11,500.00 and five (5) additional
        days to the contract of Evan Johnsons and Sons.
        Staff Approval Date: (#1) July 26, 2010; (#2) August 30, 2010
        Change Order Justification: Change Order #2 is necessary due to existing structural
        issues with changing pipe supports, to remove asbestos floor tile and pipe insulation in
        Area B, to install conduit and wire to Panel EDPI, to relocate voice & data receptacles, to
        remove metal panels that were inside walls between shell space and Area B, to make
        piping modifications to accommodate the 5 East Project, MTU location change, to demo
        existing metal framing, conduits, mechanical and install a CMU wall inside the existing
        masonry wall, for corrections and modifications with plumbing for the fast track project
        area, and to install a topping slab in Area B. Change Order #3 is necessary for re-
        routing of 2 inch electrical conduit and wiring to re-feed service to panel on hospital third
        floor.
        Total Project Change Orders and Amount: Three (3) change orders for a total amount
        of $203,896.00
        Project Initiation Date: November 21, 2008
        Design Professional: Cooke Douglass Farr Lemons
        General Contractor: Evan Johnsons and Sons
        Contract Award Date: June 10, 2009
        Project Budget: $7,735,000
        Funding Source(s): Hospital Patient Revenue

    31. UMMC– IHL 209-521 – Pediatric ICU Renovations
        Staff Approval: In accordance with Board Policy §904 (A) Board Approval, Board staff
        approved Change Order #2 in the amount of $16,645.00 and zero (0) additional days to
        the contract of Fountain Construction Company.

                                            Page 14 of 16 
 
EXHIBIT 2
October 21, 2010
 
        Staff Approval Date: August 2, 2010
        Change Order Justification: The change order is necessary to provide a new data room
        within the Educator’s Office to accommodate a server and a dedicated VAV box to
        handle the cooling needs of the room, change hardware to provide ease of access by staff
        by using “punch style” locksets in lieu of keyed locks, and to change upper cabinet depth
        on work station cabinets.
        Total Project Change Orders and Amount: Two (2) change orders for a total amount
        of $35,423.00
        Project Initiation Date: March 19, 2009
        Design Professional: The McCarty Group
        General Contractor: Fountain Construction Company
        Contract Award Date: September 1, 2009
        Project Budget: $3,122,978
        Funding Source(s): Hospital Patient Revenue

    32. UMMC – IHL 209-527 – Opthalmology Renovations-764 Lakeland
        Staff Approval #1: In accordance with Board Policy §904 (A) Board Approval, Board
        staff approved Contract Documents as submitted by Dale and Associates design
        professional. Approval is requested from the Bureau of Building, Grounds, and Real
        Property Management.
        Staff Approval #2: In accordance with Board Policy §904 (A) Board Approval, Board
        staff approved request to advertise for receipt of bids. Approval is requested from the
        Bureau of Building, Grounds, and Real Property.
        Staff Approval #3: In accordance with Board Policy §904 (A) Board Approval, Board
        staff approved the award of contract to Fountain Construction Company, the lower of
        twelve (12) bidders, for a total contract amount of $2,538,000. Approval is requested
        from the Bureau of Building, Grounds, and Real Property.
        Staff Approval Date: (#1-2) July 26, 2010; (#3) September 1, 2010
        Project Initiation Date: August 20, 2009
        Design Professional: Dale and Associates
        General Contractor: Fountain Construction Company
        Contract Award Date: September 1, 2010
        Project Budget: $5,279,000
        Funding Source(s): Interest Income and Restricted Funds

    33. UMMC – IHL 209-532 – Cardiovascular Renovations
        Staff Approval #1: In accordance with Board Policy §904 (A) Board Approval, Board
        staff approved Schematic Design Documents as submitted by Cooke Douglass Farr
        Lemons design professional.
        Staff Approval Date: August 20, 2010
        Project Initiation Date: February 18, 2010
        Design Professional: Cooke Douglass Farr Lemons
        General Contractor: N/A
        Contract Award Date: N/A
        Project Budget: $17,182,052

                                          Page 15 of 16 
 
EXHIBIT 2
October 21, 2010
 
        Funding Source(s): MCEBC Funds

    34. UMMC – IHL 209-535 – Learning Resources Renovations 2010
        Staff Approval #1: In accordance with Board Policy §904 (A) Board Approval, Board
        staff approved Schematic Design Documents as submitted by Cooke Douglass Farr
        Lemons design professional.
        Staff Approval #2: In accordance with Board Policy §904 (A) Board Approval, Board
        staff approved Design Development Documents as submitted by Cooke Douglass Farr
        Lemons design professional.
        Staff Approval Date: August 11, 2010
        Project Initiation Date: April 14, 2010
        Design Professional: Cooke Douglass Farr Lemons
        General Contractor: N/A
        Contract Award Date: N/A
        Project Budget: $2,850,000
        Funding Source(s): Interest Income ($850,000); MCEBC Funds ($2,000,000)

    35. USM– GS 108-255 – Textbook Services Center Renovation
        Staff Approval: In accordance with Board Policy §904 (A) Board Approval, Board staff
        approved Change Order #2 in the amount of $108,102.00 and one hundred seventy-five
        (175) additional days to the contract of DC General Contractors, Inc. Approval is
        requested from the Bureau of Building, Grounds, and Real Property.
        Staff Approval Date: August 13, 2010
        Change Order Justification: The change order is necessary for installation of a new
        water line connecting the University water service to the City of Hattiesburg water
        system due to water pressure problems with other sprinkler systems on the campus near
        the site.
        Total Project Change Orders and Amount: Two (2) change orders for a total amount
        of $111,480.25
        Project Initiation Date: February 21, 2008
        Design Professional: Landry and Lewis Architects, P.A.
        General Contractor: DC General Contractors
        Contract Award Date: May 12, 2009
        Project Budget: $1,500,000
        Funding Source(s): HB 1641, Laws of 2008




                                        Page 16 of 16 
 
EXHIBIT 3
October 21, 2010


SYSTEM - REPORT OF PAYMENTS TO OUTSIDE COUNSEL

Legal fees approved for payment to outside counsel in relation to litigation and other
matters:

Payment of legal fees for professional services rendered by David Ware & Associates
(statements dated 7/1/10, 7/1/10, 7/1/10, 7/1/10, 8/1/10, 8/16/10, 9/1/10, 9/1/10, 9/1/10 and
9/1/10) from the funds of Mississippi State University. (These statements, in the amounts of
$118.70, $59.90, $2,500.00, $1,500.00, $2,500.00, $2,000.00, $5.10, $6.20, $14.14 and $14.14,
respectively, represent services and expenses in connection with labor certifications.)

       TOTAL DUE……………………………….…….………………$                                         8,718.18

Payment of legal fees for professional services rendered by Butler, Snow, O’Mara, Stevens &
Cannada (statements dated 6/21/10, 7/26/10 and 7/26/10) from the funds of the University of
Mississippi Medical Center. (These statements represent services and expenses in connection
with General Advice-UMMC North Clinic - $6,518.00, General Rep. of the Medical School and
Facility Practice Plans-UMMC North Clinic - $43.00 and General Advice-UMMC North Clinic -
$1,925.00, respectively.)

       TOTAL DUE……………………………….…….………………$                                         8,486.00

Payment of legal fees for professional services rendered by John Kitchens, Esq.
(statements dated 6/30/10) from the funds of the University of Mississippi Medical
Center. (These statements represent services and expenses in connection with the cases
styled Kermode (Federal Case) - $6,270.00; Monique Varnado - $4,224.00; UMMC -
General - $390.00; Tajudin Jaralah - $1,354.50 and Danielle Ziegler - $4,158.00.)

       TOTAL DUE……………………………….…….………………$                                       16,396.50

Payment of legal fees for professional services rendered by James C. Mingee/The Mark It
Place (statements dated 6/20/10, 6/20/10 and 6/28/10) from the funds of the University of
Mississippi Medical Center. (These statements, in the amounts of $290.00, $290.00 and
$1,196.25, respectively, represent services and expenses in connection with
trademark/service mark and copyright matters.)

       TOTAL DUE……………………………….…….………………$                                         1,776.25




                                          Page 1 of 4
EXHIBIT 3
October 21, 2010

Payment of legal fees for professional services rendered by Ogletree, Deakins, Nash,
Smoak & Stewart (statements dated 6/17/10 and 7/9/10) from the funds of the University
of Mississippi Medical Center. (These statements, in the amounts of $1,545.31 and
$465.11, respectively, represent services and expenses in connection with the Bernard v.
UMMC case.)

       TOTAL DUE……………………………….…….………………$                                          2,010.42

Legal fees approved for payment to outside counsel in relation to patent and other
matters:

Payment of legal fees for professional services rendered by Butler, Snow, O’Mara,
Stevens & Cannada (statements dated 6/15/10, 6/15/10, 6/15/10, 6/15/10, 6/15/10,
6/15/10, 6/15/10, 7/15/10, 7/15/10, 7/15/10, 7/15/10, 7/15/10, 7/15/10, 7/15/10, 7/15/10,
7/15/10, 8/16/10, 8/16/10, 8/16/10, 8/16/10, 8/16/10, 8/16/10, 8/16/10 and 8/16/10) from
the funds of Mississippi State University. (These statements represent services and
expenses in connection with the following patents: “Compact Time-of-Flight
Spectrometer-Canada” - $475.50; “Compact Time-of-Flight Spectrometer-UK” -
$152.20; “Compact Time-of-Flight Spectrometer-Japan” - $132.50; “Methods of
Preparation of Live Attenuated Bacterial Vaccines” - $1,675.00; “Live Attenuated
Catfish Vaccine” - $132.20; “Method of Transformation of Cotton and Organogenic
Regeneration” - $2,565.00; “Srinivasan-Elusieve Processing CIP Application” - $175.50;
“Compact Time-of-Flight Mass Spectrometer-Canada” - $327.44; “Compact Time-of-
Flight Mass Spectrometer-Germany” - $408.57; “Compact Time-of-Flight Mass
Spectrometer-UK” - $2,542.75; “Compact Time-of-Flight Mass Spectrometer-Japan” -
$220.00; “Organic Wood Preservatives” - $34.00; “High Power Density, Full-Bridge
Parallel Loaded Resonant DC” - $98.20; “Methods of Preparation of Live Attenuated
Bacterial Vaccines” - $569.70; “Live Attenuated Catfish Vaccine” - $25.50; “Steele-
Prov. Patent on Anhydrosugar Production 2009.0732” - $25.50; “Compact Time-of-
Flight Mass Spectrometer-Canada” - $42.50; “Compact Time-of-Flight Mass
Spectrometer-Germany” - $582.51; “Compact Time-of-Flight Mass Spectrometer-Japan”
- $138.00; “Organic Wood Preservatives” - $25.50; “High Power Density, Full-Bridge
Parallel Loaded Resonant DC” - $25.50; “Methods of Preparation of Live Attenuated
Bacterial Vaccines” - $408.00; “Live Attenuated Catfish Vaccine” - $42.50 and “MOS
Charge Pump” - $575.00, respectively.)

       TOTAL DUE……………………………….…….………………$                                         11,399.07

Payment of legal fees for professional services rendered by Larry Schemmel (statements
dated 5/26/10, 7/6/10, 7/6/10, 7/6/10, 7/6/10, 7/6/10, 7/6/10, 7/6/10, 7/6/10, 7/6/10,
7/6/10, 7/6/10, 7/6/10, 7/6/10, 7/6/10, 7/6/10, 7/6/10, 7/6/10, 7/6/10, 7/6/10, 7/6/10,
7/6/10, 7/6/10, 7/6/10, 7/6/10, 7/6/10, 7/6/10, 7/6/10, 7/6/10, 7/6/10, 7/6/10 and 7/6/10)
from the funds of Mississippi State University. (These statements represent services and
expenses in connection with the following patents: “MSU-Molecular Protein Markers for
Determining Mammalian Male Fertility” - $42.50; “Plant Patent-St. Augustine Grass

                                           Page 2 of 4
EXHIBIT 3
October 21, 2010

Cultivers” - $148.75; “MSU-Self-Aligned Methods Low Temp Selective” - $3,113.75;
“MSU-Temporal Mapping and Analysis” - $1,891.25; “MSU-Remote Sensing Imagery
Accuracy and Analysis” - $1,296.25; “MSU-Change Analyst” - $2,255.00; “JUVA
Trademark Application” - $1,278.75; “MSU-St. Augustine Grass Plant Named ‘Eclipse’”
- $170.00; “MSU-Patent Functional Enhancement of Antimicrobials” - $42.50; “System
and Method for Charging Rechargeable Batteries” - $42.50; “Crape Myrtle Plant Patent”
- $1,827.50; “Delta Jazz Trademark”- $1,912.50; “Termite Control Methods and
Apparatus” - $42.50; “Termite Control Methods and Apparatus” - $42.50; “Novel Oxime
Therapeutics for Organophosphate” - $1,257.50; “System and Method for Charging
Rechargeable Batteries” - $361.25; “Giant Micanthus Provisional Plant Patent” - $21.25;
“Triglyceride-Secreting Strain of Rhodococcus-Opacus” - $21.25; “MSU-Bermuda-Grass
Plant” - $63.75; “MSU-Buckscore Software Patent” - $896.25; “Oral Vaccination of Fish
with Live Attenuated Edwardsiella-Ictaluri Vaccines” - $110.00; “Oral Catfish Vaccine
Method of Delivery” - $701.25; “MSU-Functional Natural Fiber Nanocomposites and
Thie Fabrication Techniques” - $1,172.50; “Occidiofungin, a Unique Anti-Fungal
Glycopeptide” - $5,142.50; “Interactive Parallel Coordinates with Multiple Regression” -
$106.25; “Occidiofungin, a Unique Anti-Fungal Glycopeptide” - $531.25; “Remote
Sensing Imagery Accuracy Analysis” - $2, 082.50; “MSU-Trademark Renewals and New
Registrations” - $21.25; “Mississippi Horse Park Trademark Logo” - $576.25;
“Mississippi Horse Park Agricenter and Fairgrounds Trademark” - $42.50; “Innovation
Challenge Trademark Matter” - $42.50 and “Section 8 and 15 Declarations of Use and
Incontestability of MSUcares.com Logo” - $106.25, respectively.)

       TOTAL DUE……………………………….…….………………$                                         27,362.50

Payment of legal fees for professional services rendered by Stites & Harbison (statements dated
5/18/09, 5/18/09, 5/18/09, 5/18/09, 12/16/09, 12/16/09, 12/16/09, 12/16/09, 12/16/09, 12/16/09,
1/27/10, 1/27/10, 1/27/10, 1/27/10, 1/27/10, 1/27/10, 2/23/10, 2/23/10, 2/23/10, 2/23/10, 2/23/10,
2/23/10, 2/23/10, 4/26/10, 4/26/10, 4/26/10, 4/26/10, 4/26/10, 5/26/10, 5/26/10, 5/26/10, 5/26/10,
5/26/10, 5/26/10, 5/26/10, 6/25/10, 6/25/10, 6/25/10, 6/25/10, 6/25/10 and 6/25/10) from the
funds of the University of Mississippi Medical Center. (These statements represent services and
expenses in connection with the following patents: “Zwick/Saliva-Based Protein Profiling” -
$3,509.12; “Raucher/Inhibition of Cancer Metastasis by Cell” - $1,787.03; “Raucher/Targeted
Delivery of Therapeutic Peptides” - $1,757.10; “Raucher/US/Thermally Targeted Delivery of
Medicaments Including Doxorubicin” - $135.00; “Abell/Temporary Mucosal Gastric Electrical
Stimulation Device” - $2,147.00; “O’Callaghan/Cholesterol Treatment of S. Aureus Keratitis” -
$133.50; “Raucher/US/Targeted Delivery of Medicaments Including Doxorubicin” - $65.00;
“Raucher/JP/Targeted Delivery of Medicaments Including Doxorubicin” - $54.00;
“Vig/Therapeutic Use of Dopamine D2 Receptor” - $133.50; “Zwick/Saliva-Based Protein
Profiling” - $306.34; “Abell/Temporary Mucosal Gastric Electrical Stimulation Device” -
$2,578.81; “General IP” - $40.50; “Raucher/US/Targeted Delivery of Medicaments Including
Doxorubicin” - $992.00; “Raucher/JP/Thermally Targeted Delivery of Medicaments Including
Doxorubicin” - $58.79; “Raucher/Modular Thermally Targeted Biopolymers for Drug Delivery”
- $4,538.26; “Zwick/Saliva-Based Protein Profiling” - $93.00; Abell/Miniature Wireless Gastric
Electrical Stimulators” - $155.00; “O’Callaghan/Cholesterol Treatment of S. Aureus Keratitis” -

                                           Page 3 of 4
EXHIBIT 3
October 21, 2010

$40.50; “Raucher/Modular Thermally Targeted Biopolymers for Drug Delivery” - $327.18;
“Raucher/Canada/Thermally Targeted Delivery of Medicaments Including Doxorubicin” -
$725.32; “Raucher/Europe/Thermally Targeted Delivery of Medicaments Including
Doxorubicin” - $250.00; “Vig/Thermally Targeted Delivery of Therapeutic Peptides to the
Cerebellum” - $3,179.60; “Zwick/Saliva-Based Protein Profiling” - $0.00; “Abell/Miniature
Wireless Gastric Electrical Stimulators” - $750.40; “Abell/System for Diagnosis and Prediction
of Therapy for Nutritional and Metabolic Disorders” - $91.50; “Abell/Temporary Mucosal
Gastric Electrical Stimulation Device” - $414.90; “Hiser/Cell Culture Model for Demyelination
Remyelination” - $148.82; “O’Callaghan/Cholesterol Treatment of S. Aureus Keratitis” -
$412.50; “Abell/Miniature Wireless Gastric Electrical Stimulators” - $3,020.90;
“Abell/CIP/Gastric Electrical Stimulation Device and Method for Treating Gastroparesis” -
$152.50; “Bridger/Medical Gas Utility Stand” - $1,590.00; “O’Callaghan/Cholesterol Treatment
of S. Aureus Keratitis” - $5,735.00; “Raucher/Inhibition of Cancer Metastasis by Cell
Penetrating Peptides” - $1,753.80; “Raucher/Cell Penetrating Peptide Fused Elastin-Like
Polypeptides” - $3,308.30; “Raucher/Targeted Delivery of Therapeutic Peptides” - $213.30;
“Abell/Miniature Wireless Gastric Electrical Stimulators” - $127.00; “Abell/CIP/System for
Diagnosis & Prediction of Therapy for Nutritional and Metabolic Disorders” - $183.00;
“O’Callaghan/Cholesterol Treatment of S. Aureus Keratitis” - $3,576.46; “Raucher/Inhibition of
Cancer Metastasis by Cell Penetrating Peptides” - $3,500.80; “Raucher/Thermally Targeted
Delivery of Medicaments Including Doxorubicin” - $310.00; “Raucher/Cell Penetrating Peptide
Fused Elastin-Like Polypeptides for Delivery Agents” - $428.90 and “Raucher/Targeted
Delivery of Therapeutic Peptides by Thermally Responsive Polymers” - $4,598.40, respectively.)

       TOTAL DUE……………………………….…….………………$                                     53,323.03




                                         Page 4 of 4
                          MINUTES OF THE BOARD OF TRUSTEES OF
                         STATE INSTITUTIONS OF HIGHER LEARNING
                                     October 21-22, 2010

BE IT REMEMBERED, That the Jackson State University Board Search Committee met at the Norman
C. Nelson Student Union at the University of Mississippi Medical Center in Jackson, Mississippi, at 1:00
p.m., and pursuant to notice in writing to each and every member of said Committee, said date being at least
five days prior to this October 21-22, 2010 meeting. At the above-named place there were present the
following Committee members to wit: Dr. Bettye Neely, Mr. Bob Owens, Mr. Alan Perry, Mr. C. D. Smith,
and Ms. Amy Whitten. The following JSU Interview Search Advisory Committee members were present:
Mr. Robert Cook, Chairperson of the JSU Tiger Fund; Dr. Glenda Glover, Dean of the College of Business
at JSU; Dr. Mark Hardy, Dean of Science Tech & Engineering at JSU; Dr. Rosetta Houston, President of
the JSU Staff Senate; Mr. Deshun Martin, Special Assistant Attorney General; Mr. Andross Milteer, JSU
Student Government Association President, Dr. Mahasin Owens-Sabir, President of the JSU Faculty Senate;
and Dr. John Peoples, President Emeritus. Mr. Ed Blakeslee, Dr. Stacy Davidson, and Dr. Douglas Rouse
also attended the meeting. The meeting was called to order by Mr. Bob Owens, Chair of the Board Search
Committee.


                                      EXECUTIVE SESSION

On motion by Trustee Whitten, seconded by Trustee Neely, and unanimously passed by those present, the
Committee voted to close the meeting to determine whether or not it should declare an Executive Session.
On motion by Trustee Perry, seconded by Trustee Whitten, and unanimously passed by those present, the
Committee voted to go into Executive Session for the reason reported to the public and stated in these
minutes, as follows:

       Discussion of a personnel matter at Jackson State University.

During Executive Session, the following matter was discussed:

       The Board Search Committee for the Jackson State University presidential search conducted first-
       round interviews of three of the six candidates recommended by the Campus Search Advisory
       Committee.

On motion by Trustee Perry, seconded by Trustee Neely, with Ms. Whitten absent and not voting,
the Committee voted unanimously to return to Open Session.


THE COMMITTEE RECESSED AT APPROXIMATELY 5:00 P.M. UNTIL THE FOLLOWING
DAY.

THE COMMITTEE RECONVENED AT APPROXIMATELY 9:00 A.M. ON OCTOBER 22, 2010.
There were present the following Committee members to wit: Dr. Bettye Neely, Mr. Bob Owens, Mr. Alan
Perry, Mr. C. D. Smith, and Ms. Amy Whitten. The following JSU Interview Search Advisory Committee
members were present: Mr. Robert Cook, Chairperson of the JSU Tiger Fund; Dr. Glenda Glover, Dean of
the College of Business at JSU; Dr. Mark Hardy, Dean of Science Tech & Engineering at JSU; Dr. Rosetta
Houston, President of the JSU Staff Senate; Mr. Deshun Martin, Special Assistant Attorney General; Mr.
Andross Milteer, JSU Student Government Association President, Dr. Mahasin Owens-Sabir, President of

                                                     1
                         MINUTES OF THE BOARD OF TRUSTEES OF
                        STATE INSTITUTIONS OF HIGHER LEARNING
                                    October 21-22, 2010

the JSU Faculty Senate; and Dr. John Peoples, President Emeritus. Dr. Stacy Davidson also attended the
meeting. The meeting was called to order by Mr. Bob Owens, Chair of the Board Search Committee.


                                    EXECUTIVE SESSION

On motion by Trustee Perry, seconded by Trustee Whitten, and unanimously passed by those present, the
Committee voted to close the meeting to determine whether or not it should declare an Executive Session.
On motion by Trustee Perry, seconded by Trustee Neely, and unanimously passed by those present, the
Committee voted to go into Executive Session for the reason reported to the public and stated in these
minutes, as follows:

       Discussion of a personnel matter at Jackson State University.

During Executive Session, the following matter was discussed:

       The Board Search Committee for the Jackson State University presidential search conducted first-
       round interviews of the three remaining candidates recommended by the Campus Search Advisory
       Committee.

On motion by Trustee Perry, seconded by Trustee Neely, with Ms. Whitten absent and not voting, the
Committee voted unanimously to return to Open Session.


                                        ADJOURNMENT

There being no further business to come before the Board Search Committee, on motion by Trustee Perry,
seconded by Trustee Smith, with Ms. Whitten absent and not voting, the Committee members voted
unanimously to adjourn the meeting.



         ____________________________________________________________________
                President, Board of Trustees of State Institutions of Higher Learning



         ____________________________________________________________________
             Commissioner, Board of Trustees of State Institutions of Higher Learning




                                                   2
          
          
    CONSENT 
    AGENDAS 
      
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                     CONSENT AGENDA
                    ACADEMIC AFFAIRS
                      November 18, 2010
                         Page 1 of 6

1. SYSTEM – APPROVAL TO CONFER DEGREES IN DECEMBER 2010

   Board Policy 510: Awarding of Degrees states that “Recommendations for the awarding
   of degrees to students by the various institutions must be made no later than the Board
   meeting prior to the commencement at which such awards will be made. Board approval
   represents permission to award degrees if all requirements are met and does not
   constitute direction to award a degree.”
   In accordance with the above policy, DSU, JSU, MSU, MUW, UM, UMMC, and USM
   request permission to award degrees at the following levels in December 2010, provided
   each candidate has met all requirements for the degree.

 Institution                 Degree to be Conferred                                  Number Subtotal   Total


 Delta State University
         College of Arts and Sciences
                            Bachelor of Arts                                              18
                             Bachelor of Fine Arts                                        12
                             Bachelor of Music Education                                   2
                             Bachelor of Science                                          24
                             Bachelor of Science in Education                              3
                             Bachelor of Science in Social Justice and Criminology         8
                             Bachelor of Science in Interdisciplinary Studies             15
                                                                                               82
         College of Business
                           Bachelor of Business Administration                            66
                             Bachelor of Commercial Aviation                              12
                                                                                               78
         College of Education
                           Bachelor of Arts                                                2
                             Bachelor of Science                                          43
                             Bachelor of Science in Education                             18
                                                                                               63
         School of Nursing
                             Bachelor of Science in Nursing                               30
                                                                                               30
         School of Graduate Studies
                           Master of Business Administration                              29
                             Master of Commercial Aviation                                10
                             Master of Education                                         106
                             Master of Arts in Teaching                                    7
                             Master of Professional Accountancy                            6
                             Master of Science in Community Development                    2
                             Master of Science in Social Justice and Criminology           3
                             Educational Specialist                                       27
                             Doctor of Education                                           2
                                                                                               192
                                                                                                        445
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                     CONSENT AGENDA
                    ACADEMIC AFFAIRS
                      November 18, 2010
                         Page 2 of 6

Institution                Degree to be Conferred                       Number Subtotal        Total


Jackson State University
        Undergraduate
                           Bachelor of Arts                                   7
                           Bachelor of Business Administration               45
                           Bachelor of Social Work                           12
                           Bachelor of Science                               54
                           Bachelor of Science Education                      3
                                                                                      121
        Graduate
                           Master of Arts                                     1
                           Master of Arts in Teaching                         2
                           Master of Business Administration                  1
                           Master of Professional Accountancy                 4
                           Master of Science                                  7
                           Master of Science in Education                     8
                           Master of Science in Teaching                      1
                           Master of Social Work                              1
                           Specialist in Education                            5
                           Doctor of Philosophy                               6
                           Doctor of Public Health                            1
                                                                                          37
                                                                                                158


Mississippi State University
        College of Agriculture and Life Sciences
                           Bachelor of Landscape Architecture                 3
                           Bachelor of Science                               67
                           Master of Landscape Architecture                   3
                           Master of Science                                 25
                           Doctor of Philosophy                               4
                                                                                      102
        College of Architecture, Art, and Design
                           Bachelor of Fine Arts                             20
                           Bachelor of Science                                4
                           Master of Science                                  2
                                                                                          26
        College of Arts and Sciences
                           Bachelor of Arts                                 113
                           Bachelor of Science                              134
                           Bachelor of Social Work                            6
                           Master of Arts                                     7
                           Master of Public Policy and Administration         9
                           Master of Science                                 16
                           Doctor of Philosophy                               6
                                                                                      291
        College of Business
                          Bachelor of Business Administration               188
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                     CONSENT AGENDA
                    ACADEMIC AFFAIRS
                      November 18, 2010
                         Page 3 of 6

Institution               Degree to be Conferred                          Number Subtotal        Total
                          Master of Business Administration                    50
                          Master of Science in Information Systems              2
                          Doctor of Philosophy                                  1
                                                                                        241
        College of Education
                          Bachelor of Science                                 176
                          Bachelor of Music Education                           3
                          Master of Arts in Teaching                            1
                          Master of Arts in Teaching Secondary                  6
                          Master of Science                                    43
                          Master of Science in Instructional Technology         2
                          Educational Specialist                                3
                          Doctor of Philosophy                                 13
                                                                                        247
        College of Engineering
                          Bachelor of Science                                 103
                          Master of Engineering                                 3
                          Master of Science                                    39
                          Doctor of Philosophy                                 20
                                                                                        165
        College of Forest Resources
                           Bachelor of Science                                 16
                          Master of Science                                     8
                          Doctor of Philosophy                                  7
                                                                                            31
        College of Veterinary Medicine
                           Master of Science                                    1
                          Doctor of Philosophy                                  1
                                                                                            2
        School of Accountancy
                          Bachelor of Accountancy                              24
                          Master of Professional Accountancy                    4
                           Master of Taxation                                   4
                                                                                            32
                                                                                                 1137

Mississippi University for Women
        Undergraduate
                          Bachelor of Arts                                     18
                          Bachelor of Fine Arts                                 3
                          Bachelor of Music                                     2
                          Bachelor of Science                                  72
                          Bachelor of Science in Nursing                       10
                                                                                        105
        Graduate
                          Master of Art in Teaching                             4
                          Master of Education                                   2
                          Master of Science                                    10
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                     CONSENT AGENDA
                    ACADEMIC AFFAIRS
                      November 18, 2010
                         Page 4 of 6

Institution                  Degree to be Conferred                                Number Subtotal        Total
                                                                                                     16
                                                                                                           121

University of Mississippi
        College of Liberal Arts
                           Bachelor of Arts                                            128
                             Bachelor of Science                                         7
                             Bachelor of Fine Arts                                       5
                                                                                                 140
        School of Engineering
                          Bachelor of Science in Chemical Engineering                    4
                             Bachelor of Science in Civil Engineering                   11
                             Bachelor of Science in Computer Science                    10
                             Bachelor of Science in Electrical Engineering               1
                             Bachelor of Science in Geological Engineering              10
                             Bachelor of Science in Mechanical Engineering               5
                             Bachelor of Engineering                                     1
                             Bachelor of Science                                         6
                                                                                                     48
        School of Education
                          Bachelor of Arts in Education                                 69
                                                                                                     69
        School of Pharmacy
        Phar                     maceutical Sciences                                     1
                             Doctor of Pharmacy                                          6
                                                                                                     7
        School of Business
                             Bachelor of Business Administration                       211
                                                                                                 211
        School of Accountancy
                          Bachelor of Accountancy                                       27
                                                                                                     27
        School of Applied Sciences
                           Bachelor of Science in Criminal Justice                      26
                             Bachelor of Science in Exercise Science                    12
                             Bachelor of Social Work                                     9
                             Bachelor of Science                                        25
                             Bachelor of Science in Family and Consumer Sciences         3
                             Bachelor of Paralegal Studies                               4
                                                                                                     79
        School of Journalism and New Media
                          Bachelor of Arts                                               1
                             Bachelor of Arts in Journalism                             25
                                                                                                     26
        Graduate School
                             Master of Arts                                             33
                             Master of Science                                          38
                             Master of Accountancy                                       6
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                     CONSENT AGENDA
                    ACADEMIC AFFAIRS
                      November 18, 2010
                         Page 5 of 6

Institution               Degree to be Conferred                                Number Subtotal        Total
                          Master of Business Administration                          11
                          Master of Taxation                                          3
                          Master of Education                                        51
                          Master of Music                                             1
                          Master of Criminal Justice                                  1
                          Specialist in Education                                    26
                          Doctor of Education                                         1
                          Doctor of Philosophy                                       50
                                                                                              221
        Law School
         Juris                  Doctor                                               13
                                                                                                  13
                                                                                                        841

University of Mississippi Medical Center
        Undergraduate
                          Bachelor of Science in Clinical Laboratory Sciences        10
                          Bachelor of Science in Health Sciences                     18
                           Bachelor of Science in Nursing                             1


        Graduate/Professional
                          Master of Science                                          17
                          Master of Science in Nursing                                9
                          Master of Occupational Therapy                              1
                          Doctor of Philosophy                                        7
                          Doctor of Physical Therapy                                  1
                                                                                                  35
                                                                                                         64


University of Southern Mississippi
        College of Arts and Letters
                           Bachelor of Arts                                          99
                          Bachelor of Fine Arts                                      13
                          Bachelor of Interdisciplinary Studies                      33
                          Bachelor of Music                                           2
                          Bachelor of Music Education                                 5
                          Bachelor of Science                                        12
                          Master of Arts                                             18
                          Master of Art Education                                     2
                          Master of the Arts in the Teaching of Languages             3
                          Master of Music Education                                   2
                          Master of Music                                             2
                          Master of Science                                          15
                          Doctor of Musical Arts                                      3
                          Doctor of Philosophy                                       16
                                                                                              225
        College of Business
                          Bachelor of Science                                        11
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                     CONSENT AGENDA
                    ACADEMIC AFFAIRS
                      November 18, 2010
                         Page 6 of 6

Institution                 Degree to be Conferred                           Number Subtotal     Total
                            Bachelor of Science in Business Administration       183
                            Master of Business Administration                      3
                            Master of Professional Accountancy                     3
                                                                                           200
        College of Education and Psychology
                            Bachelor of Arts                                       9
                            Bachelor of Science                                  167
                            Master of Arts                                         6
                            Master of Arts in Teaching                             1
                            Master of Education                                    7
                            Master of Library and Information Science             25
                            Master of Science                                     11
                            Specialist in Education                                6
                            Doctor of Education                                    3
                            Doctor of Philosophy                                  21
                                                                                           256
        College of Health
                            Bachelor of Arts                                      12
                            Bachelor of Science                                   87
                            Bachelor of Social Work                               11
                            Master of Public Health                               19
                            Master of Science                                     23
                            Master of Social Work                                  9
                                                                                           161
        School of Nursing
                            Bachelor of Science in Nursing                        79
                            Master of Science in Nursing                          41
                                                                                           120
        College of Science and Technology
                           Bachelor of Arts                                       28
                            Bachelor of Science                                  117
                            Master of Science                                     36
                            Doctor of Philosophy                                  18
                                                                                           199
                                                                                                 1161


System Total                                                                                             3927


  Staff Recommendation: Board staff recommends approval of this item.
   BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                        CONSENT AGENDA
                    BUDGET, FINANCE & AUDIT
                         November 18, 2010
                            Page 1 of 10

1. UMMC – APROVAL OF CONTRACTUAL SERVICES AGREEMENTS

  a. Agenda Item Request: The University of Mississippi Medical Center (UMMC) requests
     approval to enter into an agreement with INO Therapeutics, LLC doing business as
     IKARIA to provide pharmaceutical medical grade gas.

     Contractor’s Legal Name: INO Therapeutics, LLC. doing business as IKARIA

     History of Contract: New contract

     Specific type of contract: This is a services agreement for the supply of INOMAX, a
     pharmaceutical medical grade gas-Nitric oxide.

     Purpose: The purpose of the agreement is to allow UMMC unlimited usage of
     INOMAX.

     Scope of Work: The agreement is to provide unlimited use of the INOtherapy
     system, which consists of the pharmaceutical drug INOMAX (nitric oxide),
     administration devices, various maintenance items, and training, and support.
     IKARIA will also provide pick-up and delivery of INOtherapy systems.

     Term of contract: The contract length is one (1) year – December 1, 2010 to November
     30, 2011.

     Termination Options: The agreement may be terminated for cause if not cured within
     thirty (30) days after written notice. The agreement may be terminated without cause
     upon ten (10) days written notice.

     Contract Amount: The total cost for the contract period is $1,444,440.

     Funding Source for Contract: The contract will be funded by hospital patient revenue.

     Contractor Selection Process: IKARIA is the sole source provider for INOMAX and
     INOtherapy systems as per the Federal Drug Administration. The Federal Drug
     Administration approved its use December 1999, NDA# N020845.

     Staff Recommendation: Based on Board Policy 707.01, Land, Property and Service
     Contracts, Board approval is required prior to execution of the contract for all
     other land, personal property, and service contracts that require an aggregate total
 BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                      CONSENT AGENDA
                  BUDGET, FINANCE & AUDIT
                       November 18, 2010
                          Page 2 of 10

   expenditure of more than $250,000. The agreement has been reviewed and
   approved by the Attorney General’s Office. Board staff recommends approval of
   this item.

b. Agenda Item Request: The University of Mississippi Medical Center (UMMC) requests
   approval of the forty-fifth (45th) amendment to its lease agreement with the Jackson
   Medical Mall Foundation to renovate 6,800 square feet of currently leased space.

   Contractor’s Legal Name: Jackson Medical Mall Foundation

   History of Contract: Contract Amendment – The original lease agreement’s
   commencement date was January 1, 1997. This is the 45th amendment to the original
   lease agreement.

   Specific type of contract: Lease Agreement

   Purpose: The purpose of this amendment is to renovate 6,800 square feet of the
   currently leased 41,646 square feet of space occupied by the Department of Radiation
   Oncology located in the Cancer Institute of the Jackson Medical Mall. These renovations
   are necessary for the growth of the department as well as patient care for cancer patients.

   Scope of Work: The space to be renovated is on the first floor of the former Woolco
   space (Phases II & III) that were leased originally under the fortieth amendment to the
   master lease. Renovations will include 4,570 square feet in Phase II: two Linear
   Accelerator rooms (MI-153 and MI-154), the front reception area (Suite 1600), and the
   Chairman’s office and other offices (MI-134-07, MI-134-08, MI-134-09, MI-134-11, MI-
   134-13) and 2,230 square feet of shell space located in Phase III. In addition to the
   renovations to the 6,800 square feet, the agreement provides for continued use of the total
   41,646 square feet of space and includes routine maintenance and janitorial services.

   Term of contract: The contract length is seven (7) years – December 1, 2010 to
   December 31, 2017.

   Termination Options: There is no termination clause within the existing contract.

   Contract Amount: The cost per square foot for the total 41,646 square feet will increase
   from $20.37 to $22.07 during the seven-year period to cover the renovation costs.
   The annual cost is $919,127.22, and the total cost for the lease period is $6,433,890.54.
   The increase will be $70,798.20 per year or $495,587.40 over the seven-year term. After
   the seven-year period expires the cost per square foot will revert back to the $20.37.
 BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                      CONSENT AGENDA
                  BUDGET, FINANCE & AUDIT
                       November 18, 2010
                          Page 3 of 10

   Funding Source for Contract: The agreement will be funded by hospital patient
   revenue.

   Contractor Selection Process: N/A.

   Staff Recommendation: Based on Board Policy 707.01, Land, Property and Service
   Contracts, Board approval is required prior to execution of leases in an amount
   greater than $100,000. The agreement has been reviewed and approved by the
   Attorney General’s Office. Board staff recommends approval of this item.

c. Agenda Item Request: The University of Mississippi Medical Center requests approval
   to replace its existing lease with the Jackson Medical Mall Foundation with a new
   Master Lease that consolidates UMMC's leases and utility payments for the Mall. This
   item is being brought to the Board for the following reasons: 1) it is a lease agreement
   requiring Board approval; 2) UMMC’s Vice-Chancellor is on the JMMF Board of
   Trustees; and 3) UMMC currently leases 455,809 square feet of space out of the available
   715,500 square feet (64%).

   Contractor’s Legal Name: Jackson Medical Mall Foundation

   History of Contract: The Jackson Medical Mall Foundation (JMMF) is a non-profit
   entity organized to develop medical and educational purposes. The Board members must
   include representation from UMMC, Jackson State University, and Tougaloo College.
   Collectively, the group can select two additional Board members. The Vice-Chancellor
   serves on the Board as UMMC’s representative.

   Since the initial lease began in 1995, the Medical Center has executed forty-five
   amendments to the lease. (The 45th amendment is on the November agenda as item 1. b.)

   Specific type of contract: Master Lease

   Purpose: The proposed Master Lease will consolidate the lease and utility payments for
   the 455,809 square feet of UMMC's space at the Jackson Medical Mall. UMMC
   currently pays an average of $19.87 per square foot including costs on a triple net basis.
   The proposed master lease consolidates various loans through refunding of some of the
   Foundation’s outstanding loans incurred on behalf of UMMC. Under the proposed
   transaction JMMF will receive variable rate demand obligation bonds from Chase Bank
   synthetically fixed through an interest rate swap. Based on a credit facility proposal from
   Chase Bank dated November 10, 2010, the all-in-cost of interest cost will be between
   4.05 percent and 4.25 percent and is adjusted for the financing of a legacy swap
   termination. The final interest rate will depend on acceptance of a 10-year, no-penalty
   opt-out of the swap transaction. UMMC estimates that the interest rate savings will allow
   the foundation to reduce its current rate to approximately $15.51 to $17.08 per square
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                     CONSENT AGENDA
                 BUDGET, FINANCE & AUDIT
                      November 18, 2010
                         Page 4 of 10

 square foot and includes approximately $7.9 million in improvements to the space
 currently occupied by UMMC. Rental rates vary based on debt service coverage
 requirements in the lease with Chase Bank. The refunding will reduce UMMC's current
 lease payments from approximately $9 million per year to approximately $7 to $7.8
 million, a savings of $1.2 to $2 million per year. Debt allocable to UMMC is
 $29,679,000 and is for improvements related to usage of space. Of this amount, $21.7
 million is the refinancing, and $8 million will be new debt issue. The new bond issue is
 expected to receive favorable financing rates through a combination of bank-eligible
 bonds and Gulf Opportunity Zone bonds, although a portion will include taxable bonds.

 Scope of Work: The Master Lease covers 455,809 square feet of space. JMMF will
 provide maintenance, utilities, custodial services, and construction improvements. The
 cost of maintenance, utilities, custodial services, construction improvements, and debt
 service is included in the lease payments.

 Term of contract: The length of the agreement is twenty (20) years – January 1, 2011 –
 December 31, 2031 with possible extensions upon terms and conditions satisfactory to
 both parties and upon approval by the Board.

 Termination Options: JMMF and UMMC have agreed to include an option in the
 Master Lease to provide the UMMC “buy-out” of space no longer needed by paying the
 unamortized cost of the bonds for the space and any subsequent construction costs after
 an initial sixty (60) days notice.

 Contract Amount: Future rental costs will vary depending on the interest rate agreed on
 between the lender and JMMF. Based on the term sheet, refinancing and new debt will
 be with variable rate demand obligations with a synthetic fixed rate through an interest
 rate swap. Both the swap and the bonds will be held entirely by Chase Bank. The table
 below reflects the projected lease payments based on a 4.25 percent interest rate provided
 by Chase Bank. Final debt service coverage covenant requirements will depend on the
 final terms of the lease opt-out provisions for UMMC.

        Term                  Current              Estimated Low         Estimated High

        One (1) Year      $   9,056,924.83        $    7,069,106.85      $   7,785,540.45
  Twenty (20) Years       $ 181,138,496.60        $ 141,382,137.00       $ 155,710,809.00

 Funding Source for Contract: The master lease will be funded by hospital revenue,
 grant funds, and/or state appropriations.

 Contractor Selection Process: N/A
 BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                      CONSENT AGENDA
                  BUDGET, FINANCE & AUDIT
                       November 18, 2010
                          Page 5 of 10

   Staff Recommendation: Based on Board Policy 707.01, Land, Property and Service
   Contracts, Board approval is required prior to execution of leases in an amount
   greater than $100,000. Contingent upon a completed financial analysis by the
   Board’s finance staff after final terms are reached with the lender, and contingent
   upon review and approval of the final associated documents by the Attorney
   General’s Office, Board staff recommends that the Board delegate final approval
   of this item to the Budget, Finance, and Audit Committee.

d. Agenda Item Request: The University of Mississippi Medical Center (UMMC) requests
   approval to extend its agreement with Stericycle, Inc. for disposal of medical and
   pathological waste.

   Contractor’s Legal Name: Stericyle, Inc.

   History of Contract: The initial three-year contract was approved by the Board at its
   November 2006 meeting. The initial contract period was December 1, 2006 to
   November 30, 2009, and the contract cost was not to exceed $1 million. The contract
   included language for renewals of two (2) additional twelve month periods if agreeable
   with both parties.

   Specific type of contract: Services Agreement

   Purpose: The purpose of the agreement is to handle, transport, and dispose of medical
   and pathological waste by regulated waste treatment and disposal.

   Scope of Work: Stericycle will provide UMMC with services to include medical and
   pathological waste management, pickup, transporting, treatment, disposal, documentation
   and verification.

   Term of contract: The contract is being extended by two (2) years: December 1, 2009
   to November 30, 2011. The total life of the contract including the extension is December
   1, 2006 to November 30, 2011.

   Termination Options: The contract may be terminated for default upon giving the
   other party thirty (30) days written notice to cure such default within the thirty (30) day
   notice period. UMMC may terminate the agreement immediately with no notice should
   the treatment site in which UMMC’s medical waste is disposed of lose its certification or
   license or should Stericycle fail to maintain the insurance coverage stipulated within the
   agreement.

   Contract Amount: The original contract was approved at a total cost of $1 million. A
   no-cost extension is being requested.
 BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                      CONSENT AGENDA
                  BUDGET, FINANCE & AUDIT
                       November 18, 2010
                          Page 6 of 10

   Funding Source for Contract: The agreement will be funded by state appropriated
   funds.

   Contractor Selection Process: Initially, the contractor was selected through a
   competitive bid process.

   Staff Recommendation: Based on Board Policy 707.01, Land, Property and
   Service Contracts, Board approval is required prior to execution of the
   contract for all other land, personal property, and service contracts that
   require an aggregate total expenditure of more than $250,000. The agreement has
   been reviewed and approved by the Attorney General’s Office. Board staff
   recommends approval of this item.

e. Agenda Item Request: The University of Mississippi Medical Center (UMMC)
   requests approval to enter into license agreement with University HealthSystem
   Consortium for use of its clinical comparative databases.

   Contractor’s Legal Name: University HealthSystem Consortium (UHC)

   History of Contract: UMMC has utilized the UHC database since 2006; however, the
   previous annual agreements were under the $250,000 threshold requiring Board approval.
   The fees for calendar year 2011 increased to $257,000.

   Specific type of contract: License and Subscription Agreement

   Purpose: The purpose of this agreement is: 1) allow UMMC to enroll in and access
   UHC’s Performance Accelerator Suite Program which provides clinical, operational and
   resource management comparison with other academic medical centers; 2) fulfill the
   Joint Commission’s requirement to have a third-party submit Core Measure data; and 3)
   submit data to the Centers of Medicare and Medicaid Services.

   Scope of Work: The agreement provides UMMC with access to a clinical and
   operational data warehouse with other academic medical centers. UHC will provide and
   make available data aggregation of all program participant data.

   Term of contract: The length of the contract is one (1) year - December 1, 2010 to
   November 30, 2011.
   Termination Options: Both parties have the right to terminate this agreement for any
   reason with sixty (60) days written notice. There will be no pro rata refunds of any fees
   upon termination.

   Contract Amount: The total agreement cost is $257,000.
   BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                        CONSENT AGENDA
                    BUDGET, FINANCE & AUDIT
                         November 18, 2010
                            Page 7 of 10

     Funding Source for Contract: The contract will be funded by hospital patient revenue.

     Contractor Selection Process: UHC is the Group Purchasing Organization (GPO) for
     UMMC.

     Staff Recommendation: Based on Board Policy 707.01, Land, Property and
     Service Contracts, Board approval is required prior to execution of the
     contract for all other land, personal property, and service contracts that
     require an aggregate total expenditure of more than $250,000. The agreement has
     been reviewed and approved by the Attorney General’s Office. Board staff
     recommends approval of this item.

2. USM – APPROVAL OF CONTRACTUAL SERVICES AGREEMENTS

  a. Agenda Item Request: University of Southern Mississippi (USM) requests approval to
     extend its existing contact with International Sports Properties, Inc. (ISP) to provide
     licensing services for USM athletic properties.

     Contractor’s Legal Name: International Sports Properties, Inc.

     History of Contract: The original contract was for seven years and was approved by the
     Board in December 2005. The contract was later amended and extended to its current
     expiration date of December 31, 2017. The IHL Board approved this extension in April
     2007.

     Specific type of contract: Revenue contract

     Purpose: The purpose of this contract is to provide licensing services to USM for its
     athletic properties including, but not limited to, radio network and television show fees
     and the exclusive right to sell sponsorships for the suite and club seat levels at M.M.
     Roberts Stadium. In return, USM received a new stadium scoreboard, message signage
     throughout the campus, and annual guaranteed royalty revenues from the sale of licensed
     athletic properties, sponsorships, and publications.

     The purpose of the current amendment is to extend the agreement three additional years
     through June 30, 2020. In return, USM will receive almost $600,000 in increased
     guaranteed royalty revenue over the remaining original term (an 8.6% increase) as well
     as an additional $4.125 million in guaranteed revenues over the extended three-year term.

     Scope of Work: ISP will continue to provide licensing services to USM’s athletic
     properties. Over the life of the amended agreement the university will receive increased
     guaranteed royalty revenues of approximately $4.725 million. USM will provide ISP
     three seats on each football charter at no additional cost for its client cultivation.
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                     CONSENT AGENDA
                 BUDGET, FINANCE & AUDIT
                      November 18, 2010
                         Page 8 of 10

 Term of contract: The existing contract is scheduled to expire on June 30, 2017. If
 approved, this amendment will become retroactively effective as of July 1, 2010, and it
 will extend the length of the contract by an additional three (3) years through June 30,
 2020.

 Termination Options: The contractual agreement may be terminated for breach by
 either party after a thirty (30) day cure period.

 Contract Amount: USM’s projections are to receive $4.233 million over the three-year
 extended period and a total of $11.83 million over the life of the amended agreement.
 The table below provides a projected revenue forecast to the university.

                               Annual Revenue Projections

                           Guaranteed
                            Minimum            Football Suite         Total Annual
               FY            Royalty             Lease              Guaranteed Royalty

    Yr 1     2010-11   $        900,000    $         26,000     $         926,000
    Yr 2     2011-12            950,000              26,000               976,000
    Yr 3     2012-13           1,000,000             26,000             1,026,000
    Yr 4     2013-14           1,055,000             26,000             1,081,000
    Yr 5     2014-15           1,110,000             26,000             1,136,000
    Yr 6     2015-16           1,170,000             26,000             1,196,000
    Yr 7     2016-17           1,230,000             26,000             1,256,000
   Yr 8*     2017-18           1,300,000             36,000             1,336,000
   Yr 9*     2018-19           1,375,000             36,000             1,411,000
   Yr 10*    2019-20           1,450,000             36,000             1,486,000
              Total    $      11,540,000   $        290,000     $      11,830,000
   * extended years


 Funding Source for Contract: Revenue contract

 Contractor Selection Process: As noted above ISP and USM have been in a financial
 relationship since December 2005. Prior to the original contract inception USM issued a
 formal Request for Proposals (RFP), and two national vendors submitted proposals - ISP
 and TeleSouth Communications. At that time TeleSouth was in contract with JSU, MSU
 and UM. Due to the fact that ISP’s revenue guarantee to the university was
 approximately $300,000 greater annually than the bid from TeleSouth, they were selected
 to market USM’s sports properties. Also, ISP had an excellent reputation within the
 national market with over 75 major athletic program clients.
 BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                      CONSENT AGENDA
                  BUDGET, FINANCE & AUDIT
                       November 18, 2010
                          Page 9 of 10

   Staff Recommendation: Based on Board Policy 707.01, Land, Property and Service
   Contracts, Board approval is required prior to execution of the contract
   for any bookstore, food service, or athletic concession contract projected to
   generate aggregate total revenues for a university of more than $250,000 or if the
   term of such contract exceeds four years. The agreement has been reviewed and
   approval by the Attorney General’s Office. Board staff recommends approval of
   this item.

b. Agenda Item Request: The University of Southern Mississippi (USM) requests
   permission to enter into a lease agreement with New Cingular Wireless PCS, LLC for
   approximately 440 square feet of equipment space and for antenna space in M.M.
   Roberts Stadium.

   Contractor’s Legal Name: New Cingular Wireless PCS, LLC (NCW)

   History of Contract: New agreement

   Specific type of contract: Revenue lease agreement

   Purpose: The purpose of the agreement is to lease space in M.M. Roberts Stadium to
   New Cingular Wireless PCS, LLC (NCW). NCW proposes to use the space to install a
   distributive antenna system that will increase cellular capacity in the stadium during
   periods of increased demand, specifically during football games.

   Scope of Work: USM will lease to NCW approximately 440 square feet of space in
   M.M. Roberts Stadium to house communications equipment (equipment space). In
   addition, USM will lease to NCW areas throughout the stadium for the placement of
   antennas (antenna space). NCW will receive a non-exclusive license to install, maintain,
   repair, replace, and remove conduits, wires, cables, cable trays, and other necessary
   connections between the equipment space, the antenna space, and the electric, telephone,
   and fuel sources on the property.

   USM will grant an easement to any utility company providing services to NCW in the
   stadium and over the property on which the stadium sits. NCW will maintain both the
   equipment and antenna spaces and any connections in good condition with the exception
   of reasonable wear and tear and damage from the elements. USM will maintain and
   repair M.M. Roberts Stadium and the property on which the stadium sits and access
   thereto. NCW will be responsible for all utility charges for electricity, telephone service,
   or any other utility used by the company.

   Term of contract: The total term of the agreement is fifteen (15) years beginning on the
   date the agreement is signed. The term will include an initial five-year period and
   thereafter two (2) additional five-year automatic renewals.
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                     CONSENT AGENDA
                 BUDGET, FINANCE & AUDIT
                      November 18, 2010
                        Page 10 of 10

 Termination Options: The agreement can be terminated by either party for cause by
 giving thirty (30) days written notice to the other party provided that the party notified
 remains in default of the agreement after applicable cure periods.

 The agreement can be terminated by New Cingular Wireless PCS, LLC by giving sixty
 (60) days written notice to USM as long as the company pays USM a termination fee
 equal to three (3) months rent at the then current rate.

 Contract Amount: The total revenue generated by the agreement will be $333,360.

 USM will receive a monthly rental fee of $1,600 for the first five years of the agreement.
 In the first year of each renewal term the monthly rental fee will increase by fifteen (15)
 percent over the monthly rental fee of the previous term. Thus, the monthly rental fee for
 the first renewal term will be $1,840 and the monthly rental fee for the second renewal
 term will be $2,116.

                                                                    Revenue for
     Five-Year Period         Monthly Fee       Annual Fee        Five-Year Period
     Year 1 to Year 5          $1,600.00        $19,200.00           $96,000.00
     Year 6 to Year 10         $1,840.00        $22,080.00           $110,400.00
     Year 11 to Year 15        $2,116.00        $25,392.00           $126,960.00
                          Total Revenue                              $333,360.00

 Funding Source for Contract: Revenue lease agreement

 Contractor Selection Process: Not applicable

 Staff Recommendation: Based on Board Policy 707.01, Land, Property and Service
 Contracts, Board approval is required prior to execution of leases in an amount
 greater than $100,000. The agreement has been reviewed and approved by the
 Attorney General’s Office. Board staff recommends approval of this item.
    BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                         CONSENT AGENDA
                           REAL ESTATE
                         NOVEMBER 18, 2010
                             Page 1 of 14
                                                 

Note: Project numbers beginning with the prefix "GS" designate projects that the Bureau
of Building provides management oversight for and are funded partially or wholly with
state Bureau of Building bond revenues. Project numbers beginning with the prefix "IHL"
designate projects that are funded from university self-generated sources including but not
limited to donations, fees, and grants.

Board Policy §902, Initiation of Construction Projects

The Board must approve the initiation of a project for the construction of new facilities,
repairs and renovations to existing facilities and requests for a capital outlay with a total
project budget exceeding $1,000,000 regardless of how the projects are financed. It is the
intent of the Board that its appropriate staff under the direction of the Commissioner shall be
involved in all phases of building projects requiring approval by the Board. All construction,
repairs, and renovation projects with a total budget of $1,000,000 or less may be approved by
the Institutional Executive Officer. However, all projects utilizing any state bond funds,
including Ayers funds, must be initiated with STAFF approval from the Office of Real Estate
and Facilities. No further approvals are required by IHL staff for projects of $1,000,000 or
less unless the budget changes. All budget changes for these projects must be reported to the
Office of Real Estate and Facilities.

Board Policy §904(A), Board Approval

When funding has been secured from whatever source, each institution shall bring all new
projects to the Board for the approval of the project initiation and the appointment of a design
professional, as required in Board Policy §902, Initiation of Construction Projects. This
request shall include a detailed description of the work to be accomplished, the total budget,
the funding source and the design professional recommended to the Board for approval.

After the Board has granted approval of both the initiation of a project and the appointment of
a design professional, no further Board action or approval is required for the completion of
the project if the following conditions are met:

           1. The detailed description of the work to be accomplished, as specifically
              approved by the Board within the project initiation, has not changed.
           2. The total project budget has not increased beyond the amount specifically
              approved by the Board as part of the project initiation;
           3. The funding source has not changed from that specifically approved by the
              Board as part of the project initiation; and
           4. The design professional previously approved by the Board has not changed.
    BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                         CONSENT AGENDA
                           REAL ESTATE
                         NOVEMBER 18, 2010
                             Page 2 of 14
                                                 

If the above four conditions have been met, the Board’s Real Estate and Facilities staff,
through the Commissioner, shall have the authority to approve any and all necessary
documents related to the completion of the subject construction project, including the
approval of construction documents, the advertisement and receipt of bids, the approval of a
bid, the award of a contract and any change orders.

Prior to the commencement of construction, the Board must approve the exterior design of the
major buildings that have aesthetic impact on the overall campus, regardless of the cost of the
project. This requirement applies to all buildings and facilities on an institution’s property
even if the land is leased to an institution’s affiliated entity or a private developer.

Board Policy §905(B), Real Estate Management

Board approval prior to the execution of the purchase contract is required for all real property
purchases that exceed $100,000. Request for approval of land contracts shall include property
descriptions, terms of purchase, lease or sale and intended use of the property. An institution
acquiring or disposing of real property shall receive two independent appraisals. The
purchase price of the property to be acquired shall not exceed the average of the two
appraisals.

Prior to Board consideration of the purchase or acceptance of real estate from any source, a
Phase I or more detail Environmental Report shall be completed by qualified personnel and
submitted to the Board’s Real Estate and Facilities Office. In the event hazardous substances
are confirmed as having existed in the past or as presently existing, the Board reserves the
right to cancel the transaction without liability, or to permit the other party or parties to
remove the hazardous substances at its or their expense in a manner sufficient to receive a
“no further action” letter from the State’s Department of Environmental Quality.

Board Policy §919, Pre-requisites for Building Modification or Demolition

Prior to scheduling a building on an institution’s property for restoration, improvement,
construction, repair, renovation, rehabilitation, demolition or similar work, the institution
shall secure an inspection and approval from the Mississippi Department of Environmental
Quality and a permit or written permission from the Mississippi Department of Archives and
History authorizing the requested building action. After obtaining approval from these two
agencies, a request for the building modification or demolition shall be submitted to the Board
for approval. The request to the Board must include documentation evidencing approval by
the Department of Environmental Quality and the Department of Archives and History.
   BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                        CONSENT AGENDA
                          REAL ESTATE
                        NOVEMBER 18, 2010
                            Page 3 of 14
                                              

APPROVAL OF INITIATIONS OF PROJECTS/APPOINTMENTS OF
PROFESSIONALS

IHL PROJECTS

    1. MSU – IHL 205-255 – Arbor Hall

       Project Request: Mississippi State University requests permission to initiate a
       project, Arbor Hall, and to appoint LPK Architects, P.A. as design professional.

       Design Professional: LPK Architects, P.A.

       Purpose: The project shall consist of a new residence hall to house 388 beds in
       approximately 135,000 square feet. Mississippi State University requests that this
       project be a site adaptation of the new South Residence Hall that has just been
       completed and occupied. The site adaptation of this facility will incorporate minor
       changes in the existing design to include approximately 30 more beds. Site adapting
       the existing design with minor changes will reduce the project time and cost while
       providing a very accurate costs projection for the project. The existing mechanical
       loop will be extended in this project to provide heated and chilled water from the
       central plant for the proposed mechanical systems. The university desires to use the
       site adaptation in order to save the university time and money as well as allow the
       university to house additional students by August 2012. Mississippi State University
       is seeking approval to initiate the project in accordance with Board Policy §904(A),
       Board Approval, that requires each institution to bring all new projects to the Board
       for the approval of the project initiation and the appointment of a design professional,
       as required in Board Policy §902, Initiation of Construction Projects.

       Project Initiation Date: November 18, 2010

       Date of Original Construction: N/A

       Date of Last Renovation: N/A
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                     CONSENT AGENDA
                       REAL ESTATE
                     NOVEMBER 18, 2010
                         Page 4 of 14
                                           

    Project Budget:
                                             Estimated
       Construction Cost:                  $19,850,000.00
       Architectural and Engineering Fees:   1,028,165.00
       Miscellaneous Project Costs:          2,002,875.00
       Contingency:                            771,977.00

       Total Project Budget                   $23,653,017.00

    Funding Source(s): MSU EBC Bonds ($23,653,017).

    Staff Recommendation: Board staff recommends approval of this item.


 2. UM – IHL 207-342 – University Housing

    Project Request: The University of Mississippi requests permission to initiate a
    project University Housing.

    Design Professional: N/A

    Purpose: The University of Mississippi has a demonstrated need for more housing
    on campus. The project would provide full design services for a university-based
    student housing building (s) with the number of beds anticipated by the university
    being approximately 700 beds. The yearly cycle of housing is such that the soonest a
    new building could be occupied is July 2012. Therefore, it is important that initiation
    and selection of a design professional is carried out as quickly as possible. The
    university would like to seek Request for Qualifications through a publically
    advertised RFQ process. The university will receive submissions from qualified
    firms, evaluate by committee with IHL representation, and select a design
    professional using established RFQ methods. The University of Mississippi is
    seeking approval to initiate the project in accordance with Board Policy §904(A),
    Board Approval, that requires each institution to bring all new projects to the Board
    for the approval of the project initiation and the appointment of a design professional,
    as required in Board Policy §902, Initiation of Construction Projects.

    Project Initiation Date: November 18, 2010

    Date of Original Construction: N/A

    Date of Last Renovation: N/A
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                     CONSENT AGENDA
                       REAL ESTATE
                     NOVEMBER 18, 2010
                         Page 5 of 14
                                            


    Project Budget:
                                              Estimated
       Construction Cost:                  $24,000,000.00
       Architectural and Engineering Fees:   1,723,527.90
       Miscellaneous Project Costs:          3,270,200.00
       Contingency:                          3,006,272.10

       Total Project Budget                    $32,000,000.00

    Funding Source(s): Design costs to be funded from Auxiliary (Student Housing)
    Funds. Construction Cost will be covered by a combination of Auxiliary Funds and
    UM EBC bond proceeds.

    Staff Recommendation: Board staff recommends approval of this item.


 3. UM – IHL 207-343 – Welcome Center (Pre-Plan)

    Project Request: The University of Mississippi requests permission to initiate a pre-
    planning project, Welcome Center, and to appoint Shafer & Associates as design
    professional.

    Design Professional: Shafer and Associates

    Purpose: The University of Mississippi is requesting this project in order to begin
    design development for a Welcome Center for the university campus. It is anticipated
    that the building will serve as a first destination for prospective students, parents, and
    visitors to the university. The building will contain meeting spaces, an auditorium,
    offices, counseling space, and a communications hub for fund raising activities. The
    anticipated project budget for the project should not exceed $5,000,000. The
    University of Mississippi is seeking approval to initiate the project in accordance with
    Board Policy §904(A), Board Approval, that requires each institution to bring all new
    projects to the Board for the approval of the project initiation and the appointment of
    a design professional, as required in Board Policy §902, Initiation of Construction
    Projects.

    Project Initiation Date: November 18, 2010

    Date of Original Construction: N/A
   BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                        CONSENT AGENDA
                          REAL ESTATE
                        NOVEMBER 18, 2010
                            Page 6 of 14
                                             

       Date of Last Renovation: N/A

       Project Budget:
                                               Estimated
          Construction Cost:                 $       0.00
          Architectural and Engineering Fees: 200,000.00
          Miscellaneous Project Costs:               0.00
          Contingency:                               0.00

          Total Project Budget                  $ 200,000.00

       Funding Source(s): Internal R&R funds ($200,000)

       Staff Recommendation: Board staff recommends approval of this item.


APPROVAL OF BUDGET INCREASES AND/OR CHANGES OF SCOPE

BUREAU OF BUILDING PROJECTS

    4. JSU – GS 103-255 – Fire Suppression System Phase I

       Project Request: Jackson State University requests approval to change the scope of
       the project as well as increase the project budget for the Fire Suppression System
       Phase I project from $1,200,000 to $7,360,000 for an increase in the amount of
       $6,160,000.

       Project Phase: Design Phase

       Design Professional: The CGM Group

       General Contractor: N/A

       Purpose/Justification: The project is currently in the design phase. This is the first
       budget escalation request made for this project by the university. The budget increase
       is necessary in order to allow for a change in scope of the project which will add
       mechanical system upgrades to the installation of a fire suppression system for
       residence halls on campus. The original project scope consisted of installing a fire
       suppression system for Alexander Center which is the largest female residence hall on
       campus, and Stewart Hall which houses the male freshmen. These residence halls
       were constructed in the early 1960’s and 1970’s without a fire suppression system.
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                     CONSENT AGENDA
                       REAL ESTATE
                     NOVEMBER 18, 2010
                         Page 7 of 14
                                          

    During the design phase it was determined that the mechanical systems were nearing
    failure and needed to be replaced in conjunction with the fire suppression work. The
    mechanical upgrades are needed in order to replace the old deteriorated mechanical
    systems in the building that currently do not allow the building to operate at
    maximum efficiency. Jackson State University is acting in accordance with Board
    Policy §904(A), Board Approval, that requires each institution to submit all project
    budget increases to the Board for approval.

    Project Initiation Date: August 20, 2009

    Project Budget:

                         Current Budget      Proposed Budget        Amount (+/-)
    Construction
                          $ 1,059,890.00       $ 6,600,000.00      $ 5,540,110.00
    Costs
    Architectural and
                         $      84,963.44      $   467,450.61      $   382,487.17
    Engineering Fees
    Miscellaneous
                         $       2,200.00      $     8,250.00      $     6,050.00
    Project Costs
    Contingency          $      52,946.56      $   284,299.39      $   231,352.83

    Total Project
                         $ 1,200,000.00        $ 7,360,000.00      $ 6,160,000.00
    Budget

    Funding Source(s): HB 246, Laws of 2007 ($2,300,000); HB 1722, Laws of 2009
    ($1,200,000); HB 1701, Laws of 2010 ($3,860,000)

    Staff Recommendation: Board staff recommends approval of this item.


 5. USM – GS 108-235 – College Hall Renovation

    Project Request: The University of Southern Mississippi requests approval to
    change the scope of the project for the College Hall Renovations project.

    Project Phase: Design Phase

    Design Professional: Dale and Associates

    General Contractor: N/A
   BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                        CONSENT AGENDA
                          REAL ESTATE
                        NOVEMBER 18, 2010
                            Page 8 of 14
                                              


       Purpose/Justification: The project has completed the planning stage and is currently
       in the design phase. The building was originally designated as a general classroom
       building. However, the university has chosen to change the program and designate
       the building the new home of the Mass Communications Department immediately
       prior to the bidding phase of the renovation project. The professional is going to be
       paid additional services to re-plan the majority of the design. This is mainly an
       interior renovation project. The University of Southern Mississippi is acting in
       accordance with Board Policy §904(A), Board Approval, that requires each institution
       to submit all projects with changes in scope to the Board for approval.

       Project Initiation Date: October 21, 2004

       Project Budget: $6,252,302.68

       Funding Source(s): SB 3197, Laws of 2002; SB 2988, Laws of 2003; SB 2010
       Laws of 2004; HB 246, Laws of 2007; HB 1641, Laws of 2008; HB 1634, Laws of
       2006.

       Staff Recommendation: Board staff recommends approval of this item.


IHL PROJECTS

    6. UM – IHL 207-341 – Thad Cochran Natural Center Phase II

       Project Request: The University of Mississippi requests approval to change the
       scope of the project as well as increase the project budget for the Thad Cochran
       Natural Center Phase II project from $23,322,620 to $31,801,620 for an increase in
       the amount of $8,479,000.

       Project Phase: Design Phase

       Design Professional: Cooke Douglass Farr Lemons

       General Contractor: N/A

       Purpose/Justification: The project is currently in the design phase. This is the first
       budget escalation request made for Phase II of this project by the university. Phase II
       of the project was initiated by the Board on May 20, 2010. Since May 2010,
       additional federal funds have become available to allow the university to proceed
       with the project and begin the construction document phase. In order to utilize the
   BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                        CONSENT AGENDA
                          REAL ESTATE
                        NOVEMBER 18, 2010
                            Page 9 of 14
                                               

       additional $8.4 million in federal funds, the university is seeking to increase the
       project budget in the amount of the additional federal funds received. The
       University of Mississippi is acting in accordance with Board Policy §904(A), Board
       Approval, that requires each institution to submit all project budget increases to the
       Board for approval.

       Project Initiation Date: June 19, 2003 (Phase I); May 20, 2010 (Phase II)

       Project Budget:

                             Current Budget       Proposed Budget        Amount (+/-)
       Construction
                             $18,000,000.00        $25,960,000.00       $ 7,960,000.00
       Costs
       Architectural and
                             $ 1,371,967.76        $ 1,936,240.16       $   564,272.40
       Engineering Fees
       Miscellaneous
                             $   900,200.00        $   945,000.00       $    44,800.00
       Project Costs
       Contingency           $ 3,050,452.24        $ 2,960,379.84       $   (90,072.40)

       Total Project
                             $23,322,620.00        $31,801,620.00       $ 8,479,000.00
       Budget


       Funding Source(s): Federal Grant Funds #C76HF10917 ($17,886,175); NIH/NCRR
       [ARRA] ($13,915,445)

       Staff Recommendation: Board staff recommends approval of this item.


APPROVAL OF OTHER REAL ESTATE REQUESTS

    7. MSU – Delete from Inventory and Demolish Building 2130

       Project Request: Mississippi State University requests approval to delete Building
       #2130 from inventory and demolish it.

       Purpose: Mississippi State University is seeking to delete Building #2130 (Faculty
       House) from inventory and demolish it. The house, constructed in 1948, is wood
       framed with a conventional foundation and was used as faculty housing. The house
       has significant structural issues due to past termite damage, making it currently
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                     CONSENT AGENDA
                       REAL ESTATE
                     NOVEMBER 18, 2010
                        Page 10 of 14
                                         

    unstable and uninhabitable. The building would be demolished following notification
    of the Mississippi Department of Environmental Quality. The approval letter has
    been received from the Mississippi Department of Archives and History. All legal
    documentation will be kept on file in the Office of Real Estate and Facilities.
    Mississippi State University is acting in accordance with Board Policy §919
    Prerequisites for Building Modification or Demolition, that requires Board approval
    prior to building modification or demolition.

    Staff Recommendation: Board staff recommends approval of this item.


 8. MSU – IHL 213-139 – Stoneville Office Building – Approval of Exterior Design

    Project Request: Mississippi State University requests approval of the exterior
    design for the Stoneville Office Building.

    Purpose: The project was originally approved by the Board at its October 2009
    Board meeting with a $3,000,000 project budget. The project is intended to construct
    a new office building at the Delta Research and Extension Center in Stoneville. The
    office building will be approximately 20,000 square feet and will contain offices,
    work rooms, and library space. Mississippi State University is acting in accordance
    with Board Policy 904 (A), Board Approval that requires the Board to approve the
    exterior design of the major buildings that have an aesthetic impact on the overall
    campus, regardless of cost of project. The proposed rendering is shown below on
    page 11.

    Funding Source(s): MAFES Sales Funds ($1,795,000); MSU ES State Funds
    ($1,205,000)

    Staff Recommendation: Board staff recommends approval of this item.
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                     CONSENT AGENDA
                       REAL ESTATE
                     NOVEMBER 18, 2010
                        Page 11 of 14
                                           




 9. UM – Purchase of Property from Whirlpool Corporation

    Project Request: The University of Mississippi requests permission to purchase
    from Whirlpool Corporation approximately 68.72 acres of land plus all the existing
    improvements, fixtures, and appurtenances on the property located contiguous to
    university property.

    Purpose: This property has utilities and infrastructure on-site and is contiguous to
    property currently owned by the university known as the "Hathorn Property." The
    Hathorn tract was originally selected as the site for the university’s new research park
    and has always been slated as the future expansion path for the university campus.
    However, due to tremendous access and utility challenges and costs the university
    relocated the first phases of the Research Park back to the north side of Highway 6.
    MDOT did not support an off ramp for this location and the cost of building the
    access bridge and road was much more expensive than the current Whirlpool
    purchase price. The Whirlpool property not only gives the university direct access to
    the Hathorn tract but also connects to Coliseum drive and has two access points to
    Old Taylor Road. The current weakness in real estate values has created a price point
    and opportunity to make this purchase that the university does not believe will ever be
    available again.
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                     CONSENT AGENDA
                       REAL ESTATE
                     NOVEMBER 18, 2010
                        Page 12 of 14
                                           

    Environmental Report: The Environmental Report as required by Board Policy
    indicates a contamination of hydraulic fluid in an area of the site that is approximately
    1600 square feet. Whirlpool Corporation has signed a Brownfield Agreement with
    Mississippi Department of Environmental Quality and in so doing has taken
    responsibility for the contamination and voluntarily agreed to remediate the site under
    an MDEQ-approved Corrective Action Plan. The staff of the Mississippi Commission
    on Environmental Quality has evaluated the Brownfield Agreement and believes that,
    with the conditions and restrictions contained within the Brownfield Agreement, the
    site will be in compliance with all State and Federal laws and standards and will be
    protective of the public health and environment once the Brownfield Agreement is
    completed.

    The property is located at the West Half (W ½) of the Southwest Quarter (SW ¼) of
    Section 29, Township 8 South, Range 3 West in the City of Oxford, Lafayette
    County, Mississippi. Two independent appraisals were obtained for the property
    with the average of the two appraisals being $5,180,000. The negotiated sale price is
    $3,400,000 which is less than the average of the two appraisals. A copy of the
    property description and all legal documentation are on file with the Office of Real
    Estate and Facilities. The University of Mississippi acting in accordance with Board
    Policy §905(A), Real Estate Management, that requires each institution to receive
    Board approval prior to the purchase of real property and to receive two independent
    appraisals with the purchase price of the real property not exceeding the average of
    the two appraisals. The university is also acting in compliance with Board Policy
    §905(B), Real Estate Management, that requires a Phase I or more detailed
    environmental report be completed by qualified personnel and submitted to the
    Board’s Real Estate and Facilities Office.

    Funding Source(s): Internal R&R Funds ($3,400,000)

    Staff Recommendation: The Attorney General’s Office has reviewed and
    approved this item pending the inclusion of an amendment to the purchase
    contract which requires Whirlpool Corporation to assume all risk and fully indemnify
    the University of Mississippi and IHL from any present or future liability resulting
    from the contamination of this property by the hydraulic fluid presently accumulated
    on a portion of the site. Board staff recommends approval of this item.


 10. UMMC – Amendment to Consultant Agreement-Cooke Douglass Farr Lemons
     Architects and Engineers P.A.

    Request: The University of Mississippi Medical Center (UMMC) requests approval
    for Cooke Douglass Farr and Lemons Architects and Engineers P.A. (CDFL) to
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                     CONSENT AGENDA
                       REAL ESTATE
                     NOVEMBER 18, 2010
                        Page 13 of 14
                                         

    provide additional architectural and engineering planning, design and management
    services as described in the scope of work below.

    History of Contract: UMMC and CDFL entered into an agreement on April 6, 2010
    for CDFL to provide architectural and engineering planning, design and management
    services to fulfill UMMC’s Master Plan objectives between April 1, 2010 and June
    30, 2011. UMMC agreed to pay hourly billing rates ($50-$230/hr) for services
    rendered, not to exceed $245,000. The project was accelerated at UMMC’s request
    and there are critical components of the Master Plan A/E services that were not
    specifically addressed in the current agreement. Therefore, in order to accomplish
    those necessary project planning components within the tight timeframe required, an
    additional amount of $450,000 is needed.
    Specific type of contract: This is an amendment to an existing consultant
    agreement.
    Purpose: The purpose of this amendment is to request additional funds in the
    amount of $450,000 to cover additional services provided by CDFL.
    Scope of Work: The agreement is to provide architectural and engineering services
    to UMMC. CDFL will provide comprehensive planning support including, but not
    limited to: facility programming, design standards, infrastructure standards, design
    standards review, schedules for development and construction, sequences of
    construction, budget conformance and confirmation, project management, scope
    determination, infrastructure planning and standardization, land planning and
    utilization, and utility development and capacity requirements. Tasks to be included
    but not limited to: space planning, design and development. CDFL will assist the
    University in design, space planning, project management and space management and
    will act as a planning and project development consultant to UMMC until UMMC
    can establish their internal architectural and engineering department.
    Term of contract: Original Contract Start Date: April 1, 2010 – Original Contract
    End Date: June 30, 2011. Original Contract was executed on April 6, 2010.
    Termination Options: Either party may terminate on thirty (30) days’ written
    notice.
    Contract Amount: The total contract cost is $695,000 ($245,000 previously
    approved, of which $229,487.00 has been paid out; an additional $450,000 is
    requested).
    Funding Source for Contract: The contract will be funded by general funds.
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                     CONSENT AGENDA
                       REAL ESTATE
                     NOVEMBER 18, 2010
                        Page 14 of 14
                                          

    Contractor Selection Process: A Request for Proposals was issued July 14, 2008.
    Nine proposals were received. The top three proposals were Cooke Douglass Farr
    Lemons (CDFL), Hellmuth, Obata and Kassabaum (HOK) and Perkins and Will.
    Cooke Douglass Farr Lemons was selected because it completely met the RFQ
    requirements, listed exceptional references that were relevant to the expectations of
    UMMC, listed successful projects similar to UMMC, was comprised of a
    collaboration of reputable firms, and demonstrated a comprehensive understanding of
    the needs of a leading Research, Academic and Healthcare Provider Institution. For
    these additionally accelerated projects, rather than a new RFP, it was decided that an
    amendment to the current contract with Cooke Douglass Farr and Lemons would be
    less costly to the institution. Cooke Douglas Farr and Lemons has agreed not to bid
    on the performance of any new projects developed through this contract.
    Staff Recommendation: The Attorney General’s Office has reviewed and
    approved this item. Board staff recommends approval of this item.
     BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIHGER LEARNING
                          CONSENT AGENDA
                               LEGAL
                          NOVEMBER 18, 2010
                             PAGE 1 OF 3


1.    MSU – APPROVAL OF RENEWAL OF LEGAL SERVICES CONTRACT WITH
      DAVID WARE AND ASSOCIATES, L.L.C. 
 
      MSU requests permission to renew a contract with the firm of DAVID WARE &
      ASSOCIATES, L.L.C., located in Jackson, Miss., Metairie and Baton Rouge, La., and
      Pensacola, Fla., to provide services necessary in preparing labor certification applications
      on behalf of the University for its employees who seek permanent residence status. This
      contractual agreement is necessary due to amendments by the U.S. Department of Labor
      to the permanent labor certification regulations, specifically: the employers are required
      to pay the cost of preparing, filing, and obtaining certification, and employers are
      prohibited from transferring those costs to the beneficiary. This includes a prohibition on
      the alien paying the employer's attorney fees. The rule does allow an alien to pay his or
      her own personal costs incurred in connection with a labor certification, including
      attorney fees for personal legal representation, but where the same attorney represents
      both the alien and the employer, the costs must be borne by the employer. The term of the
      contractual agreement will be for one (1) year, for a maximum amount payable of
      $50,000 during contract term. The rate/fee structure has not changed from the initial
      contract and is shown as indicated below.

                 RATE/FEE SCHEDULE FORMISSISSIPPI STATE UNIVERSITY
                  ATTACHMENT TO CONTRACTUAL AGREEMENT
                             FOR LEGAL SERVICES
                        DAVID WARE & ASSOCIATES, L.L.C.

      I.      Fees and Costs for PERM labor certification processing
           a. Fees. DWA proposes to charge a fixed fee for each service provided, payable
              upon initiation of each case by MSU. These fees, with associated costs, for the
              various types of PERM applications, are:
                   i. Special Handling Labor Certification for College or University Teacher
                      (hereinafter SHLC), with no rerecruitment necessary (case filed within 18
                      months of foreign national’s selection for job): $1500. Associated costs:
                      express mail, if needed, approximately $50; degree evaluation, if needed,
                      approx. $80.
                  ii. SHLC with rerecruitment necessary (case initiated and filed beyond 18
                      month cutoff date): $2000. Associated costs: readvertising, approximately
                      $350; express mail, if needed, approximately $50; degree evaluation, if
                      needed, approx. $80.
     BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIHGER LEARNING
                          CONSENT AGENDA
                               LEGAL
                          NOVEMBER 18, 2010
                             PAGE 2 OF 3


                iii. Regular PERM labor certification (job has no teaching component):
                     $2500. Associated costs: advertising, approximately $750 to $1000;
                     express mail, if needed, approximately $50; degree evaluation, if needed,
                     approx. $80.
                iv. Outstanding Professor/Researcher or National Interest Waiver Petition:
                     $5000. Filing fee $475.
                 v. Adjustment of status: $1500 principal applicant, $750 each dependant.
                     Filing fees $1010 each adult, $600 each child under 14.
      II.    Fees for consulting on other immigration matters
          b. DWA currently charges MSU on an hourly basis for consulting on all
             immigration matters relating to human resources issues. In consideration of
             acceptance of this Proposal, such services would henceforth be at no charge to the
             University.

      STAFF RECOMMENDATION: Board staff recommends approval of this item
      contingent upon approval by the Attorney General.

2.    UM - APPROVAL TO EXECUTE DEEDS OF TRUST FOR SIGMA PHI
      EPSILON

      Mississippi Alpha Housing Corporation of Sigma Phi Epsilon Fraternity holds an existing
      lease on Lot No. 309 on the Oxford Campus of the University of Mississippi, which
      expires on March 31, 2052. Under the lease between the University and the fraternity, the
      fraternity cannot assign any interest in the lease without university/IHL approval.

      The house corporation wishes to refinance its existing debt on its improvements which is
      presently secured by two deeds of trust, obtained with the approval of the IHL. To that
      end, Bank of Oxford has agreed to loan the house corporation a total of $360,000 through
      two debt instruments secured by two deeds of trust. The first loan in the amount of
      $260,000 is payable in monthly installments with a fixed interest rate of 6.25% for five
      years, but is amortized over 8 years with a final balloon payment. The second loan in the
      amount of $100,000 is an open-ended line of credit at a 6.25% fixed interest rate for one
      year, with a single payment. To secure the loans from Bank of Oxford, the house
      corporation needs Board approval to execute deeds of trust of leasehold interest in favor
      of Bank of Oxford.
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIHGER LEARNING
                     CONSENT AGENDA
                          LEGAL
                     NOVEMBER 18, 2010
                        PAGE 3 OF 3


 The Chancellor recommends that the Board authorize the house corporation to execute
 deeds of trust of leasehold interest in favor of Bank of Oxford to secure the loans.

 STAFF RECOMMENDATION: Board staff recommends approval of this item.
  BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                       CONSENT AGENDA
                          PERSONNEL
                        November 18, 2010
                           Page 1 of 4

APPROVAL OF PERSONNEL ACTION REQUESTS

1. Employment

  MSU

  James H. Scheiner, Professor and Director, School of Accountancy, hired with tenure,
  effective January 1, 2011

  MUW

  Roy Ruby, Interim Vice President for Student Services; part-time status for a total salary
  of $11,631.36 for six (6) months or until position is filled working eight
  (8) hours per week, effective December 1, 2010 (rehired retiree who is not on contract)

  Rehired retirees making more than $20,000 who ARE on employment contracts
  during Fiscal Year 2011

  MUW

  William L. Bateman, former position: MSU Professor; re-employment position:
  MUW Professor of Economics; re-employment period – FY 2011; annual salary of
  $22,615

  Linda Cox; former position: Director of BSN; re-employment position: Assistant
  Professor of Nursing; re-employment period – FY 2011; annual salary of $34,999

  Bobby Fuller; former position: Elementary School Principal in Starkville, MS; re-
  employment position: Assistant Professor of Educational Leadership; re-employment
  period – FY 2011; annual salary of $25,000

  Rehired retirees making more than $20,000 who are NOT on employment contracts
  during Fiscal Year 2011

 JSU

  Hill Williams; former position: Associate Professor/Chair, Department of Health,
  Physical Education and Recreation; previous salary, $83,568; re-employment position:
  Interim Director, Sports Science Program, Department of Health, Physical Education and
  Recreation; re-employment period November 1, 2010 - September 30, 2011; salary
  $36,230

  Mandy Strong-White; former position: Instructor of Service Learning; previous salary:
  $10,500; re-employment position: Service Learning/Faculty Liaison; re-employment
  period: November 1, 2010 – September 30, 2011; salary: $26,000
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                     CONSENT AGENDA
                        PERSONNEL
                      November 18, 2010
                         Page 2 of 4

MSU

Jean Mann, former position: Assistant Operations Coordinator; re-employment position:
Alcohol Field Staff Specialist; re-employment period: August 30, 2010 through June 30,
2011; salary of $25,000

James Lesley, former position: Associate Professor and Director of Choral Activities; re-
employment position: Director of Choral Activities; re-employment period: August 16,
2010 through June 30, 2011; salary of $38,588

E.C. O’Neal; former position: Professor; re-employment position: Professor; re-
employment period: August 16, 2010 through June 30, 2011; salary of $22,500

Linda Buehler, former position: Academic Coordinator; re-employment position:
Coordinator; re-employment period: September 7, 2010 through June 30, 2011;
salary of $25,000

Bernice Hodge, former position: Professor; re-employment position: Lecturer;
re-employment period: September 1, 2010 through June 30, 2011; salary of $48,889

Thomas Berry, former position: Building Services Coordinator; re-employment position:
Building Services Coordinator; re-employment period: September 1, 2010 through June
30, 2011; salary of $23,496

 Debra Fairbrother, former position: Administrative Assistant II; re-employment position:
Administrative Assistant II; re-employment period: September 1, 2010 through June 30,
2011; salary of $25,213

Pamela Mottley, former position: Technical Assistant; re-employment position:
Technical Assistant; re-employment period: September 16, 2010 through June 30,
2011; salary of $26,250

Cheryl Mueller, former position: Coordinator; re-employment position:
Coordinator; re-employment period: September 16, 2010 through June 30,
2011; salary of $24,960

Susmita Parikh, former position: Research Associate III; re-employment position:
Research Associate III; re-employment period: October 1, 2010 through June 30,
2011; salary of $24,267

 Raymond Werthner, former position: Teacher-Jackson County Schools; re-employment
 position: Lecturer; re-employment period: August 16, 2010 through June 30,
 2011; salary of $40,000
  BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                       CONSENT AGENDA
                          PERSONNEL
                        November 18, 2010
                           Page 3 of 4

   Wanda Lee, former position: Administrative Assistant to the Provost; re-employment
    position: Administrative Assistant to the Provost; re-employment period: September 22,
   2010 through June 30, 2011; salary of $28,763

   William Bishop, former position: County Extension Director III; re-employment
   position: County Extension Director III; re-employment period: September 16, 2010
  through June 30, 2011; salary of $34,018

   Roy Higdon, III, former position: Area Extension Agent IV; re-employment
   position: Area Extension Agent IV; re-employment period: September 16, 2010 through
   June 30, 2011; salary of $34,152

   Thomas Keene, former position: Area Extension Agent III; re-employment
   position: Area Extension Agent III; re-employment period: September 16, 2010 through
  June 30, 2011; salary of $26,807

  Diane Reynolds, former position: English Teacher; re-employment position: Lecturer;
  re-employment period: August 16, 2010 through June 30, 2011; salary of $32,010

  MUW

  Suzanne Bean; former position: Professor of Education and Director of the Roger F.
  Wicker Center for Creative Learning; re-employment position: Community Liaison; re-
  employment period – FY 2011; annual salary of $31,850

   USM

   Jon Mark Weathers; University Counsel; Office of University Counsel; salary of
   $150,000 per annum, pro rata; E&G Funds; effective November 15, 2010

2. Change of Status

   ASU

   Carolyn Hinton, from Associate Vice President for Finance and Administrative Services;
   salary of $98,000, per annum, pro rata; E&G Funds; to, effective October 12, 2010,
   Interim Vice President for Finance and Administrative Services; salary of $130,000 per
   annum, prorata; E&G Funds

  MSU

  Gary B. Jackson, from Interim Associate Vice President for Academic Affairs/Associate
  Professor, Human Sciences, salary of $145,000 per annum, pro rata; E&G Funds; to,
  effective January 1, 2011, Director, Mississippi State University Extension
  Service/Associate Professor, Human Sciences, salary of $180,000 per annum, pro rata;
  MSU Extension Service E&G Funds
  BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                       CONSENT AGENDA
                          PERSONNEL
                        November 18, 2010
                           Page 4 of 4

  Change of status of athletic personnel with multi-year contract

  MSU

  Louis Clay Homan; Men’s Head Golf Coach, Athletics; from contract period of July 1,
  2007 to June 30, 2012; salary of $74,403 per annum, pro rata; Auxiliary Funds; to,
  effective July 1, 2010, contract extension through June 30, 2014; no change in salary

  In October 2010, the Board approved a personnel item for Jerry S. Dudley. The
  item is being resubmitted with a correction to the salary source of funds (from E&G
  Funds to Auxiliary) and new salary amount (from $70,000 to $75,000). All other
  information noted below remains the same as previously approved.

      Jerry S. Dudley, from Associate Women’s Track and Head Cross Country Coach,
      Athletics, salary of $56,353; Auxiliary Funds; to, effective November 1, 2010, Head
      Coach, Athletics Track and Field, salary of $75,000 per annum, pro rata, Auxiliary
      Funds; contract end date of October 31, 2014

   UM

   Joseph P. Walker Jr.; Head Men’s Track Coach and Head Women’s Track Coach;
   Athletics; salary of $111,090, per annum, pro rata; Auxiliary Funds; from a contract
   period of July 1, 2010 to June 30, 2011; to, effective September 1, 2010, contract
   extension through June 30, 2012; no change in salary

3. Sabbatical

  MSU (change in sabbatical period approved in March 2010)

   Seong-Gon Kim, Associate Professor, Physics and Astronomy; from $68,516 per
   annum, E&G Funds; to $34,258 per annum for sabbatical period; E&G Funds; changed
   from January 1, 2011 through May 15, 2011 to August 16, 2011 through December 31,
   2011; professional development
          
          
    REGULAR 
    AGENDAS 
      
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                     REGULAR AGENDA
                    ACADEMIC AFFAIRS
                      November 18, 2010
                         Page 1 of 5

1. SYSTEM – APPROVAL OF PROPOSED AMENDMENTS TO BOARD POLICY
   602 FRESHMAN ADMISSION REQUIREMENTS FOR UNIVERSITY SYSTEM
   INSTITUTIONS

  The proposed amendments were approved by the Board for first reading in October and
  are now presented for final approval.

  BEGINNING IN THE SUMMER OF 2012, THE FOLLOWING COLLEGE
  PREPARATORY CURRICULUM WILL APPLY.

  602    FRESHMAN ADMISSION REQUIREMENTS FOR UNIVERSITY SYSTEM
         INSTITUTIONS

         The high school course requirements set forth below are applicable to students
         graduating from high school and entering a public institution of higher learning
         beginning in the summer of 2012.

         A. HIGH SCHOOL COURSE REQUIREMENTS
            (College Preparatory Curriculum)

         Subject       Carnegie Units         Contents and Remarks

         English               4              Compensatory Reading and Compensatory
                                              Writing may not be included.

         Mathematics           4              Includes Algebra I, Geometry, Algebra II,
                                              and any one Carnegie Unit of comparable
                                              rigor and content. (e.g., Advanced Algebra,
                                              Trigonometry, Pre-Calculus, Calculus, AP
                                              Calculus AB, AP Calculus BC, Discrete
                                              Mathematics, Probability and Statistics, or
                                              AP Statistics.)

         Science               4              Includes Biology I, Chemistry I, and any two
                                              Carnegie Units of comparable rigor and
                                              content. (e.g., Physics, Physical Science,
                                              Biology II, Chemistry II, AP Chemistry,
                                              Physics II, AP Physics B, AP Physics C –
                                              Electricity and Magnetism, AP Physics C –
                                              Mechanics, Botany, Microbiology, or
                                              Human Anatomy and Physiology.)
    BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                         REGULAR AGENDA
                        ACADEMIC AFFAIRS
                          November 18, 2010
                             Page 2 of 5

            Social Studies        4              Includes World History, U.S. History,
                                                 Introduction to World Geography, U.S.
                                                 Government, Economics, and Mississippi
                                                 Studies. (Credit earned for a State/Local
                                                 Government course in any other state may
                                                 stand in lieu of Mississippi Studies.)

            Arts                  1              Includes any one Carnegie Unit of visual
                                                 and performing arts course(s) meeting the
                                                 requirements for high school graduation.

            Advanced Electives    2              Includes any two Carnegie Units of Foreign
                                                 Language (I and II), Advanced World
                                                 Geography, and a Foreign Language (I) or
                                                 any combination of English, mathematics, or
                                                 lab-based science courses of comparable
                                                 rigor and content to those required above.

      Computer Applications       1/2            Course should emphasize the computer as a
                                                 productivity tool. Instruction should include
                                                 the use of application packages, such as
                                                 word processing and spreadsheets. The
                                                 course should also include basic computer
                                                 terminology and hardware operation.

            Pre-High                             Algebra I, first year Foreign Language,
            School Units                         Mississippi Studies, or Computer
                                                 Applications Studies taken prior to high
                                                 school will be accepted for admission
                                                 provided the course content is the same as
                                                 the high school course.


Subject       Required 1 Carnegie Units and              Recommended2 Carnegie Units
Area           Content/Remarks                           and Content/Remarks

English         4      All must require substantial      4       Compensatory Reading and
                       communications skills (i.e.               Compensatory Writing may
                       reading, writing, listening,              not be included.
                       and speaking).
    BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                         REGULAR AGENDA
                        ACADEMIC AFFAIRS
                          November 18, 2010
                             Page 3 of 5


Mathematics   3   Includes Algebra I,              4   Includes Algebra I,
                  Geometry, and Algebra II             Geometry, Algebra II, and
                                                       any one Carnegie unit of
                                                       comparable rigor and
                                                       content. (i.e. Advanced
                                                       Algebra, Trigonometry, Pre-
                                                       Calculus, Calculus, AP
                                                       Calculus AB, AP Calculus
                                                       BC, Discrete Mathematics,
                                                       Probability and Statistics,
                                                       or AP Statistics.)

Science       3   Biology, Advanced Biology,       4   Includes Biology I,
                  Chemistry, Advanced                  Chemistry I, and any two
                  Chemistry, Physics, and              Carnegie units of
                  Advanced Physics or any              comparable rigor and
                  other science course with            content (i.e. Physics,
                  comparable rigor and                 Physical Science, Biology II,
                  content. One Carnegie unit           Chemistry II, AP Chemistry,
                  from a Physical Science              Physics II, AP Physics B,
                  course with content at a level       AP Physics C-Electricity
                  that may serve as an                 and Magnetism, AP Physics
                  introduction to Physics and          C-Mechanics, Botany,
                  Chemistry may be used.               Microbiology, or Human
                  Two of the courses chosen            Anatomy and Physiology).
                  must be laboratory based.


Social        3   Courses should include U.S.      4   Includes World History,
Studies           History (1 unit), World              U.S. History, Introduction to
                  History (1 unit with                 World Geography, U.S.
                  substantial geography                Government, Economics,
                  component), Government (½            and Mississippi Studies
                  unit), and Economics (½              (credit earned for state/local
                  unit) or Geography (½ unit).         government course in any
                                                       other state may stand in lieu
                                                       of Mississippi Studies).
       BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                            REGULAR AGENDA
                           ACADEMIC AFFAIRS
                             November 18, 2010
                                Page 4 of 5


Arts                 –      –                                 1       Includes any one Carnegie
                                                                      unit of visual and
                                                                      performing arts course(s)
                                                                      meeting the requirements
                                                                      for high school graduation.

Advanced             2      Requirements may be met by        2       Includes any two Carnegie
Electives                   earning 2 Carnegie units                  units of Foreign Language
                            from the following                        (I and II), Advanced World
                            areas/courses, one of which               Geography, and a Foreign
                            must be in Foreign Language               Language I or any
                            or World Geography.                       combination of English,
                            • Foreign Language                        mathematics, or lab-based
                            • World Geography                         science courses of
                            • 4th year lab-based                      comparable rigor and
                                Science                               content to those required
                            • 4th year Mathematics                    above.

Computer
                     ½                                        ½
Applications
                            Course should emphasize the computer as a productivity tool.
                            Instruction should include the use of application packages, such as
                            word processing and spreadsheets. The course should also include
                            basic computer terminology and hardware operation.

Pre-High          Algebra I, first year Foreign Language, Mississippi Studies, or Computer
School Units      Applications taken prior to high school will be accepted for admission provided
                  the course content is the same as the high school course.

Total                15.5                                     19.5

1
    High school Carnegie units required for regular admission to an IHL institution
2
    Recommended high school Carnegie units to enhance preparedness for college-level work


      Staff Recommendation: Board staff recommends approval of this item.
    BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                         REGULAR AGENDA
                        ACADEMIC AFFAIRS
                          November 18, 2010
                             Page 5 of 5

   2. SYSTEM – APPROVAL OF PROPOSED AMENDMENTS TO BOARD POLICY
      605 PROOF OF IMMUNIZATION

        The proposed amendments were approved by the Board for first reading in October and
        are now presented for final approval.

        605 PROOF          OF IMMUNIZATION

                  A.Measles, Mumps, and Rubella

                  Proof of immunization of measles, mumps, and rubella is required (two doses
                  of the MMR vaccine) of all students, unless exempt because of (a) actual or
                  suspected pregnancy (measles or rubella vaccines are not required for females
                  who are pregnant; if pregnancy is suspected, a valid certificate of medical
                  exception from a health provider is required until pregnancy is resolved), (b)
                  medical contraindication, or (c) birth prior to 1957. Temporary waivers may
                  be granted for students enrolled in distance learning courses and/or programs
                  where their time on campus is limited to a minimum number of hours as
                  determined by the admitting IHL institution.

                  B.HEPATITIS B

                  Proof of hepatitis B vaccination is required for students who are involved in
                  health education programs that cause them to be potentially exposed to blood
                  or other bodily fluids.

                  C. TUBERCULOSIS

                  Proof of test screening for tuberculosis by chest x-ray is required for all
                  international students.

Staff    Recommendation: Board staff recommends approval of this item.
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                     REGULAR AGENDA
                 BUDGET, FINANCE & AUDIT
                      November 18, 2010
                         Page 1 of 33

 1. SYSTEM – MISSISSIPPI OFFICE OF STUDENT FINANCIAL AID –
    APPROVAL OF REVISIONS TO THE RULES AND REGULATIONS
    AND CONTRACT AND NOTE FOR THE NURSING EDUCATION
    LOAN/SCHOLARSHIP PROGRAM

    The Office of Student Financial Aid requests approval of revisions to the Rules
    and Regulations and the Contract and Note for the Nursing Education
    Loan/Scholarship Program effective for the 2011-2012 award year.

    Proposed changes will allow students in RN to MSN nursing education programs
    to be eligible for assistance through the Nursing Education Loan/Scholarship
    Program.

    Additional proposed changes will allow students to repay the Nursing Education
    Loan/Scholarship through part time employment.

    Exhibits follow:

            Exhibit 1 – revisions to the Nursing Education Loan/Scholarship Rules
             and Regulations
            Exhibit 2 – revisions to the Nursing Education Loan/Scholarship Contract
             and Note

    EXHIBIT 1

    NURSING EDUCATION LOAN/SCHOLARSHIP PROGRAM
    RULES AND REGULATIONS

    These Rules and Regulations are subject to change by the Board of Trustees of
    State Institutions of Higher Learning (hereinafter, referred to as the “Board”).
    The number of awards and recipients are dependent upon availability of funds,
    and selection shall be based on a first-come, first-served basis of all eligible
    applicants; however, priority consideration shall be given to persons previously
    receiving awards under the Nursing Education Loan/Scholarship Program.
    Completed applications and all required documents received on or before March
    31 each year, will be given first consideration in the award process.

    I.   ELIGIBILITY

         A. Must be a current legal resident of Mississippi. Applicants over twenty-
            one years of age who are actually domiciled out of the State of Mississippi
            may not claim the residency of their parent or parents unless they have
            been living out of the State of Mississippi for the previous twelve months
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                     REGULAR AGENDA
                 BUDGET, FINANCE & AUDIT
                      November 18, 2010
                         Page 2 of 33

         to attend school or fulfill military obligations. Questions of residency will
         be decided by the Board.

      B. Must enter into a Contract and Note with the Board pursuant to these
         Rules and Regulations and all applicable State laws.

      C. Must not presently or previously have defaulted on an educational loan.

      D. Must have an official letter of acceptance from an accredited nursing
         school, showing date admitted and entering classification. All
         undergraduate recipients must maintain a 2.5/4.0 or higher grade point
         average each semester/trimester in order to continue to receive funds
         under the renewal process. All graduate recipients must maintain a 3.0/4.0
         or higher grade point average each semester/trimester in order to continue
         to receive funds under the renewal process.

      E. Dependent on availability of funds, selection shall be based on a first-
         come, first-served basis of all eligible applicants; however, priority
         consideration shall be given to persons previously receiving awards under
         the Nursing Education Loan/Scholarship Program.

      RN to BSN and BSN ELIGIBILITY

      F. RN to BSN and BSN - must be a junior or senior accepted for enrollment
         as a full-time or part-time nursing student as defined/determined and
         certified by the Dean or the Department Chair of the Nursing Program at
         which the nursing student/recipient is enrolled, in an accredited program
         of nursing leading to a Baccalaureate Degree approved by the Board.

      G. RN to BSN only - Must be a current Mississippi licensed registered nurse
         seeking a Baccalaureate Degree in Nursing.

      RN to MSN, MSN, and Ph.D./DNP ELIGIBILITY

      H. RN to MSN only – Must be a current Mississippi licensed registered nurse
         seeking a Master’s Degree in Nursing.

      I. MSN only - Must have earned a BSN degree prior to applying for this
         MSN loan/scholarship.

      J. RN to MSN and MSN - Must be accepted for enrollment as a full-time or
         part-time nursing student as defined/determined and certified by the Dean
         or the Department Chair of the Nursing Program at which the nursing
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                     REGULAR AGENDA
                 BUDGET, FINANCE & AUDIT
                      November 18, 2010
                         Page 3 of 33

         student/recipient is enrolled, in an accredited program of nursing leading
         to a Master’s degree approved by the Board. Applicants pursing
         Certificates are not eligible.

      K. Ph.D./DNP only - Must be enrolled as a full-time or part-time nursing
         student as defined/determined and certified by the Dean or the Department
         Chair of the Nursing Program at which the nursing student/recipient is
         enrolled, in one in-state accredited doctoral program of nursing approved
         by the Board.

      L. MSN & Ph.D./DNP - Must possess a current Mississippi nursing license.

    II. REQUIREMENTS FOR LOAN/SCHOLARSHIP APPLICANT

      Along with the application, the following documents must be submitted:

      A. Proof of current Mississippi residency. Proof may be any two of the
         following: a photo copy of current Mississippi valid driver's license, pages
         one (1) and two (2) of the State of Mississippi Tax Return for the current
         tax filing year, or the electronic results from filing the Free Application for
         Federal Student Aid.

      B. An official transcript from the last institution attended (if requested by our
         office).

      C. An official letter of acceptance from an accredited nursing school,
         showing date admitted and entering classification.

      D. One executed copy of the Rules and Regulations

      E. One executed, dated and notarized copy of the Contract and Note.

      F. RN to BSN, RN to MSN, MSN and Ph.D./DNP Copy of current
         Mississippi nursing license.


    III. AMOUNT AND LENGTH OF LOAN/SCHOLARSHIP

      A. The loan/scholarship may be made in any amount not to exceed:

         1. RN to BSN degree program
            Those RN’s pursuing a BSN degree as a full-time nursing student as
            defined/determined and certified by the Dean or the Department Chair
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                     REGULAR AGENDA
                 BUDGET, FINANCE & AUDIT
                      November 18, 2010
                         Page 4 of 33

            of the Nursing Program at which the nursing student/recipient is
            enrolled, are eligible to receive up to $4,000.00 per academic year, not
            to exceed two calendar years or an aggregate of $8,000.00. Those
            RN’s pursuing a BSN degree as a part-time nursing student as
            defined/determined and certified by the Dean or the Department Chair
            of the Nursing Program at which the nursing student/recipient is
            enrolled, are eligible to receive a maximum of $8,000.00 prorated over
            three calendar years. For purposes of service for the prorated three (3)
            calendar year recipient, the time of service required shall be two (2)
            years.

         2. BSN degree program
            Those pursuing a BSN degree as a full-time nursing student as
            defined/determined and certified by the Dean or the Department Chair
            of the Nursing Program at which the nursing student/recipient is
            enrolled, are eligible to receive up to $4,000.00 per academic year, not
            to exceed two calendar years or $8,000.00. Those pursuing a BSN
            degree as a part-time nursing student as defined/determined and
            certified by the Dean or the Department Chair of the Nursing Program,
            at which the nursing student/recipient is enrolled, are eligible to
            receive a maximum of $8,000.00 prorated over three calendar years.
            For purposes of the service option for the prorated three (3) calendar
            year recipient, the time of service required shall be two (2) years.

         3. RN to MSN degree program
            Those RNs pursuing an MSN degree as a full-time nursing student as
            defined/determined and certified by the Dean or the Department Chair
            of the Nursing Program at which the nursing student/recipient is
            enrolled, are eligible to receive up to $4,000.00 per academic year, not
            to exceed three calendar years or an aggregate of $12,000.00. Those
            RN’s pursuing an MSN degree as a part-time nursing student as
            defined/determined and certified by the Dean or the Department Chair
            of the Nursing Program at which the nursing student/recipient is
            enrolled, are eligible to receive a maximum of $12,000.00 prorated
            over four calendar years. For purposes of service for the prorated four
            (4) calendar year recipient, the time of service required shall be three
            (3) years.

         4. MSN degree program
            Those pursuing an MSN degree must have first earned the BSN degree
            prior to applying for this MSN loan/scholarship program (Applicants
            pursuing Certificates are not eligible) and if enrolling as a full-time
            nursing student as defined/determined and certified by the Dean or the
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                     REGULAR AGENDA
                 BUDGET, FINANCE & AUDIT
                      November 18, 2010
                         Page 5 of 33

             Department Chair of the Nursing Program at which the nursing
             student/recipient is enrolled, are eligible to receive up to $4,000.00 per
             academic year for the published length of the program of study not to
             exceed an aggregate of $8,000.00 over two years. Those pursuing an
             MSN degree as a part-time nursing student as defined/determined and
             certified by the Dean or the Department Chair of the Nursing Program,
             at which the nursing student/recipient is enrolled, are eligible to
             receive a maximum of $8,000.00 prorated over three calendar years.
             For purposes of the service option for the prorated three (3) calendar
             year recipient, the time of service required shall be two (2) years.

         5. Ph.D./DNP degree program
            Those pursuing a Ph.D./DNP degree as a full-time nursing student as
            defined/determined and certified by the Dean or the Department Chair
            of the Nursing Program at which the nursing student/recipient is
            enrolled, are eligible to receive up to $5,000.00 per academic year, for
            two calendar years or $10,000.00. Those pursuing a Ph.D. degree as a
            part-time nursing student as defined/determined and certified by the
            Dean or the Department Chair of the Nursing Program, at which the
            nursing student/recipient is enrolled, are eligible to receive a maximum
            of $10,000.00 prorated over four calendar years. For purposes of the
            service option for the prorated four (4) calendar year recipient, the
            time of service required shall be two (2) years.

         NOTE: All recipients will be eligible for a one-year grace period, at the
         discretion of the Board of Trustees, after completion of the degree
         program of study.

      B. Loan/scholarship aid will be effective for the educational period in which
         the applicant meets all requirements and/or receives final approval from
         the Board of Trustees.

      C. No reimbursement will be made for challenged or audited courses, or
         prerequisite courses required to be accepted into a school of nursing.

      D. Checks shall be made payable to the school and mailed directly to the
         school upon verification from the institution of the nursing student
         recipient’s grade point average and the full-time or part-time status as
         defined/determined and certified by the Dean or the Department Chair of
         the Nursing Program at which the nursing student/recipient is enrolled.
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                     REGULAR AGENDA
                 BUDGET, FINANCE & AUDIT
                      November 18, 2010
                         Page 6 of 33

    IV. RECIPIENTS IN SCHOOL

      A. Recipient must maintain good standing in a school of nursing at all times.

      B. All undergraduate recipients must maintain a 2.5/4.0 or higher grade point
         average each semester/trimester in order to continue to receive funds
         under the renewal process.

      C. All graduate recipients (including RN to MSN students) must maintain a
         3.0/4.0 or higher grade point average each semester/trimester in order to
         continue to receive funds under the renewal process.

      D. Should a recipient fail to maintain the aforementioned (see B and C above)
         grade point average each semester or fail or withdraw or have to repeat
         any course, he/she is suspended from participation in the program and
         his/her awards are stopped until such time he/she submits an official
         transcript sent directly by the educational institution evidencing a passing
         grade in all subjects.

      E. Recipient must at all times keep the Mississippi Office of Student
         Financial Aid informed of any change of address and phone number.
         Recipient will furnish a correct, complete home address and telephone
         number, and will immediately inform this office of any change of address
         or phone number.

    V. MILITARY SERVICE

      In terms of military service the following definitions shall apply:

      Required military service is that service which is required of an individual in
      the service of the Armed Forces of the United States; it does not include a
      military service obligation incurred to repay a grant, stipend or scholarship
      granted the individual prior to, during, or after the award of the Nursing
      Education Loan/Scholarship.

      OBLIGATED or VOLUNTARY military service is that service which is
      performed by the individual in repayment of a debt owed the United States
      government as a result of military scholarships, ROTC scholarships, etc.
      received by the individual. Service is VOLUNTARY if the individual is not
      obligated to incur a period of military service, but chooses to incur the service
      obligation.

      A. Loans/scholarships shall be eligible for deferment of the accrual of interest
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                     REGULAR AGENDA
                 BUDGET, FINANCE & AUDIT
                      November 18, 2010
                         Page 7 of 33

         and the repayment of principal during the time of required military
         service:

         1. In the event of REQUIRED military service, the loan/scholarship
            recipient must apply in writing to the Board for a leave of absence,
            stating beginning and ending dates.

         2. Loan/scholarship recipients must supply the Board with a copy of
            military orders.

         3. Deferment of the obligation to repay due to military service must be
            requested and approved by the Board on a year-to-year basis
            (annually).

         4. Immediately upon completion of REQUIRED military service,
            loan/scholarship recipients must elect among the options for
            repayment or service repayment and notify the Board of such election.

         5. If a loan/scholarship recipient continues REQUIRED military service
            for any reason beyond the required time, then that person shall be
            declared ineligible for deferment and the remaining unpaid principal
            and interest due and payable shall become due and payable on demand
            to the Board in equal monthly consecutive installments as determined
            by the Board with interest calculated at the current Federal Stafford
            Loan rate at the time of the occurrence of the event.

      B. If a loan/scholarship recipient obligates himself/herself to VOLUNTARY
         military service prior to, during, or after the award of the Nursing
         Education Loan/Scholarship, then that person shall be declared ineligible
         for deferment and the remaining unpaid principal and interest due and
         payable shall become due and payable on demand to the Board in equal
         monthly consecutive installments, as determined by the Board, with
         interest calculated at the current Federal Stafford Loan rate at the time of
         the occurrence of the event.

    VI. SERVICE OPTION

      A. When education is completed, a loan/scholarship recipient MAY NOT
         work out of the State of Mississippi until contractual obligations have
         been totally fulfilled, except in the instance of Board approved
         REQUIRED military service. The loan/scholarship recipient may not
         MAY partially defer his/her service obligation in order to pursue an
         additional degree in nursing. The loan/scholarship recipient may request
    BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                         REGULAR AGENDA
                     BUDGET, FINANCE & AUDIT
                          November 18, 2010
                             Page 8 of 33

                  an in-school deferment to allow the student to work part-time while
                  pursuing an additional degree in nursing. A loan/scholarship recipient
                  who is granted an in-school deferment must begin to fulfill his/her service
                  obligation on a part-time basis.

             B. Within sixty (60) days after completion of nursing education, the
                loan/scholarship recipient will furnish to the Board the proposed site of
                nursing service, and expected date to begin service. It is fully understood
                that it is the responsibility of the loan/scholarship recipient to seek and
                secure an approved location for his/her proposed service. The Board
                assumes no obligation to perform that function.

             C. If the approved location proves to be unsatisfactory, the loan/scholarship
                recipient may request change of location from the Board. NO CHANGE
                IS TO BE MADE PRIOR TO BOARD APPROVAL. The new location
                of service must likewise be within the State of Mississippi.

             D. Loans/Scholarships made to applicants shall be made and based upon the
                following options for repayment or conversion to interest-free scholarships
                (REQUIRED military service excepted):

                  1. In lieu of payment in full of both principal and interest, a
                     loan/scholarship recipient may elect to repay by entry into full-time
                     service in professional nursing by either teaching nursing full-time1 at
                     an accredited School of Nursing in MISSISSIPPI, or in performing
                     other work in professional nursing in the interest of public health on a
                     full-time or part-time2 basis. The service obligation period for those
                     employed full-time will be equal to the length of the study period
                     provided by the loan/scholarship and for those employed part-time will
                     be twice the length of the study period provided by the
                     loan/scholarship; however, such service shall never be less than twelve
                     (12) consecutive months for full-time public health work, twenty-four
                     (24) consecutive months for part-time public health work, or one (1)
                     academic year for teaching, regardless of the length of study provided
                     under this loan/scholarship.

                  2. In the event of abandonment or abrogation of the option for repayment
                     as provided for in VI. D. 1, the remaining balance of unpaid or
                     undischarged principal and interest shall become due and payable over

1
  Full-time as used in paragraph VI. D. 1 is understood by the parties to mean that the nurse or instructor
shall maintain the normal full-time work schedule where the nurse or instructor is employed.
2
  Part-time, as used in paragraph VI.D.1. is understood by the parties to mean that the nurse shall maintain a
work schedule of no fewer than 20 hours per week.
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                     REGULAR AGENDA
                 BUDGET, FINANCE & AUDIT
                      November 18, 2010
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              the remaining period of time made in sixty (60) or less equal monthly
              consecutive installments for the Ph.D./DNP or RN to MSN recipient
              and thirty-six (36) or less equal consecutive monthly installments for
              the RN to BSN, BSN, or MSN recipient commencing one (1) month
              after graduation or termination of attendance as a full-time nursing
              student as defined/determined and certified by the Dean or the
              Department Chair of the Nursing Program at which the nursing
              student/recipient is enrolled or termination of full-time service or
              termination of other deferment.

       E. The loan/scholarship recipient and the Board shall designate, by written
          agreement, a time in the future when the obligations shall be fulfilled
          according to the requirements of the Contract and Note, in the event that
          obligations imposed by the terms of the Contract and Note are delayed or
          rendered impossible or impracticable due to temporary impairment of
          health or other conditions beyond the control of the loan/scholarship
          recipient.

       F. Loans shall either be converted to whole or partial scholarships in
          accordance with this subsection, or repaid in accordance with this
          subsection, or repaid in accordance with this subsection and the provisions
          of Section VII, below.

    VII.   LOAN OPTION

       A. Should the loan/scholarship recipient abandon or abrogate service, then
          the loan/scholarship recipient shall repay his/her loan (principal and
          interest thereon) in sixty (60) or less equal monthly consecutive
          installments for the Ph.D./DNP or RN to MSN recipient or thirty-six (36)
          or less equal consecutive monthly installments for the RN to BSN, BSN,
          or MSN recipient commencing one (1) month after graduation or
          termination of attendance as a full-time nursing student as
          defined/determined and certified by the Dean or the Department Chair of
          the Nursing Program at which the nursing student/loan/scholarship
          recipient is enrolled or termination of full-time service or termination of
          other deferment.

       B. The rate of interest charged a loan recipient on the unpaid balance is at the
          current Federal Stafford Loan rate at the time of the occurrence of the
          event, commencing one (1) month after graduation or termination of
          attendance as a full-time nursing student as defined/determined and
          certified by the Dean or the Department Chair of the Nursing Program at
          which the nursing student/loan/scholarship recipient is enrolled or
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         termination of full-time service or termination of other deferment.

      C. If the loan recipient fails to repay his/her loan (principal and interest
         thereon) in sixty (60) or less equal monthly consecutive installments for
         the Ph.D./DNP or RN to MSN recipient or thirty-six (36) or less equal
         monthly consecutive installments for the RN to BSN, BSN, or MSN
         recipient commencing one (1) month after graduation or termination of
         attendance as a full-time nursing student as defined/determined and
         certified by the Dean or the Department Chair of the Nursing Program at
         which the nursing student/loan/scholarship recipient is enrolled or
         termination of full-time nursing service or termination of other deferment,
         all principal and interest outstanding, together with costs of collection
         shall become immediately due and payable and demand shall be made by
         mailing the same to the obligor at the last address furnished by said
         obligor. Should payment of the sum due not be made in full within thirty
         (30) days, on the 30th day following the date demand was made, the
         Addendum and Amendment executed by the obligor shall be placed with
         an attorney for collection. At this point the obligor shall become liable for
         reasonable attorneys' fees and court costs in addition to the other sums due
         and owing.

    VIII. DEATH/TOTAL AND PERMANENT DISABILITY/BANKRUPTCY

      A. Death

         1. If an individual loan/scholarship recipient dies and that
            loan/scholarship recipient has elected to repay by service as specified
            in Section VI. D. 1 and 2, then the loan/scholarship recipient's
            obligation to make any further payments of principal and interest on
            the Loan/scholarship is canceled.

         2. The Board may determine that such a loan/scholarship recipient has
            died on the basis of a death certificate or other proof of death that is
            acceptable under applicable State law. If a death certificate or other
            acceptable proof of death is not available, the loan/scholarship
            recipient's obligation on the loan/scholarship is canceled only upon a
            determination by the Board on the basis of other evidence that the
            Board finds conclusive.

         3. Once the Board has determined that such a loan/scholarship recipient
            has died, the Board may not attempt to collect on the loan/scholarship
            from the loan/scholarship recipient's estate.
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      B. Total and Permanent Disability

         1. If the Board determines that an individual loan/scholarship recipient is
            totally and permanently disabled, the loan/scholarship recipient's
            obligation to make any further payments of principal and interest on
            the loan/scholarship is canceled. A loan/scholarship recipient is not
            considered totally and permanently disabled on the basis of a condition
            that existed before he/she applied for the Loan/scholarship, unless the
            loan/scholarship recipient's condition has substantially deteriorated
            since he/she submitted the Loan/scholarship application, so as to
            render the loan/scholarship recipient totally and permanently disabled.

         2. After being notified by the loan/scholarship recipient or the
            loan/scholarship recipient's representative that the loan/scholarship
            recipient claims to be totally and permanently disabled, the Board shall
            promptly request that the loan/scholarship recipient or the
            loan/scholarship recipient's representative obtain a certification from a
            physician who is a doctor of medicine or osteopathy and legally
            authorized to practice, on a form provided or approved by the Board,
            that the loan/scholarship recipient is totally and permanently disabled.
            The Board shall continue collection until it receives the certification or
            receives a letter from a physician stating that the certification has been
            requested and that additional time is needed to determine if the
            loan/scholarship recipient is totally and permanently disabled. After
            receiving the physician's certification or letter, the Board may not
            attempt to collect from the loan/scholarship recipient.

         3. If the Board determines that a loan/scholarship owed by a
            loan/scholarship recipient who claims to be totally and permanently
            disabled is not eligible for cancellation for that reason, or if the Board
            has not received the physician's certification, described in paragraph
            [B](2) of this section, within 60 days of the receipt of the physician's
            letter described in paragraph [B](2) of this section, the Board shall
            resume collection and shall be deemed to have exercised forbearance
            of payment of both principal and interest from the date the Board
            received the physician's letter described in paragraph [B](2) of this
            section.

      C. Bankruptcy

         Loan/scholarships made pursuant to the Nursing Education
         Loan/Scholarship Program are nondischargeable in bankruptcy.
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    IX.      WARRANTY

          The acceptance of a Nursing Education Loan/Scholarship shall be deemed
          equivalent to an appointment by each loan/scholarship recipient of the
          Secretary of State of the State of Mississippi to be his/her true and lawful
          attorney, upon whom may be served all lawful processes and summons in any
          action or proceeding against him/her in the event he/she removes
          himself/herself from this State and the processes of its courts, and growing out
          of any breach of Contract and Note by the loan/scholarship recipient for
          failure to fulfill his/her Contract and Note with the Board or to repay the
          Nursing Education Loan/Scholarship including interest pursuant to the law
          and Contract and Note, and said acceptance of the loan rights and privileges
          shall be a signification of the applicant's agreement that any such process or
          summons against him/her which is so served upon the Secretary of State, shall
          be of the same legal force and validity as if served on him/her personally. The
          venue of all causes of action against such nonresidents shall be Hinds County,
          Mississippi.


    EXHIBIT 2

    NURSING EDUCATION LOAN/SCHOLARSHIP PROGRAM
    CONTRACT AND NOTE WITH STUDENT

    This Contract and Note entered into by and between the Board of Trustees of
    State Institutions of Higher Learning (hereinafter referred to as the "Board"), and
    <First Name Middle Initial Last Name SSN> (hereinafter referred to as the
    "loan/scholarship recipient"), on this date <Date> WITNESSETH:

    For and in consideration of the mutual promises and covenants made by and
    between the parties to this agreement, as set forth herein; in consideration of the
    sums paid on behalf of and for the benefit of the loan/scholarship recipient; in
    further consideration of the promise and obligation to repay said sums, with
    interest. Dependent on the availability of funds, the receipt by the
    loan/scholarship recipient of the same sum, and other good and valuable
    consideration, the receipt and sufficiency of which is all hereby acknowledged,
    the Board and loan/scholarship recipient bind themselves to the following
    promises, covenants, terms and conditions as follows, to-wit:

    I.    PARTIES AGREE AND CONTRACT THAT:

          A. This Contract and Note is executed by and between the parties under the
             authority of and, pursuant to all applicable State Laws and the Rules and
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             Regulations promulgated thereunder for the purpose of assisting the
             loan/scholarship recipient to obtain a degree for the purpose of teaching at
             an accredited School of Nursing in the State of Mississippi or in
             performing other work in professional nursing in the interest of public
             health in the State.

          B. The extension of and provision of funds under this Contract and Note are
             conditioned upon the availability of sufficient funds. Should funds not be
             available and not be advanced to the loan/scholarship recipient, then this
             Contract and Note shall be void and of no force and effect. The non-
             availability of funds in this or any other contract period shall not void
             other Contracts and Notes entered into by and between the parties hereto,
             under which funds were provided, nor shall it negate or void the necessity
             for performance with the terms and conditions of other Contracts or Notes
             entered into by and between the parties.

          C. The further purpose of this Contract and Note is to secure the services of
             nursing teachers holding advanced degrees at an accredited School of
             Nursing in Mississippi or in performing other work in professional nursing
             in the interest of public health in the State.

          D. Payments made by the Board pursuant to this Contract and Note shall be
             made payable to the educational institution and shall be delivered directly
             to the educational institution to be applied to the benefit of the
             loan/scholarship recipient, first to the tuition during the school year and
             second to the loan/scholarship recipient to be used for such other
             educational expenses as are reasonable and necessary, including, but not
             limited to, other fees, books, and room and board.

    II.      THE BOARD AGREES:

          A. To furnish to the benefit of the loan/scholarship recipient in the manner
             aforesaid, subject to the availability of funds, and to the performance by
             the loan/scholarship recipient of the terms and conditions set out herein,
             and in the Rules and Regulations governing this instrument, a loan,
             payable in annual installments as specified in the Rules and Regulations,
             for the purpose of paying the tuition and other educational expenses
             incurred by the loan/scholarship recipient. Payment shall be suspended
             should a recipient fail to maintain the minimum grade point average per
             semester/trimester (2.5 for undergraduate and 3.0 for graduate, including
             RN to MSN students). Payment shall also be suspended if recipient fails
             or withdraws or has to repeat any course.
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           B. To allow repayment of said Loan/Scholarship over time, in accordance
              with the terms and conditions of this Contract and Note and the Rules and
              Regulations governing the same.

           C. To allow, in accordance with the terms and conditions of this Contract and
              Note and Rules and Regulations, the amounts due hereunder to be
              converted to a scholarship which need not be repaid by the
              loan/scholarship recipient as long as the scholarship requirements are
              performed and met by the loan/scholarship recipient.

    III.      THE LOAN/SCHOLARSHIP RECIPIENT AGREES AS
              FOLLOWS:

           A. To enroll as a full-time or part-time nursing student, as defined/determined
              and certified by the Dean or the Department Chair of the Nursing Program
              at which the nursing student/recipient is enrolled, in a nursing education
              program at one accredited educational institution in Mississippi approved
              by the Board and diligently pursue the courses of study and requirements
              for a degree.

           B. To furnish the Board in writing a current residence address and telephone
              number, and, until the sums due and owing are repaid in full, or until the
              loan/scholarship recipient fulfills a Loan/Scholarship obligation incurred
              hereunder, to immediately notify the Board in writing of any change of
              residence address or telephone number, and furnish in writing such new
              residence address and telephone number.

    IV. SERVICE OPTIONS:

           A. Definition: Full-time as used in subparagraph (b) of this section shall be
              defined as maintaining the normal full-time work schedule where the
              recipient is employed. Part-time as used in subparagraph (b) of this
              section shall be defined as maintaining a work schedule of no fewer than
              20 hours per week.

           B. Service Option: In lieu of payment in full of both principal and interest,
              the loan/scholarship recipient after successful attainment of a degree may
              elect to repay principal and interest due hereunder by full time entry into
              service in professional nursing by either employment in the field of
              teaching nursing full-time at an accredited School of Nursing in
              Mississippi, or in performing other work in professional nursing in the
              interest of public health in the State on a full-time or part-time basis. The
              service obligation period for those employed full-time will be equal to the
              length of the study period provided by the Loan/Scholarship and for those
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           employed part-time will be twice the length of the study period provided
           by the loan/scholarship; provided however, that such service shall never
           be less than twelve (12) consecutive months for full-time public health
           work, twenty-four (24) consecutive months for part-time public health
           work, or one (1) academic year for teaching regardless of the length of
           study provided under this Loan/Scholarship.

       C. In the event of abandonment or abrogation of the option for repayment as
          provided for in Subparagraph (b) of this section, the remaining balance of
          unpaid or undischarged principal and interest shall become due and
          payable over the remaining period of time made in thirty-six (36) or less
          equal consecutive monthly installments for the RN to BSN recipient, the
          BSN recipient and the MSN recipient, or sixty (60) or less equal
          consecutive monthly installments for the Ph.D./DNP or RN to MSN
          recipient, commencing one (1) month after graduation or termination of
          attendance as a full-time or part-time nursing student as
          defined/determined and certified by the Dean or the Department Chair of
          the Nursing Program at which the nursing student/recipient is enrolled or
          termination of service employment or termination of other deferment.

    V. REPAYMENT.

    The loan/scholarship recipient promises and agrees to pay the loaned funds, with
    interest, in accordance with the provisions set out in this paragraph. Unless one of
    the "Service Options" described in Subparagraph 3, above, is selected by the
    loan/scholarship recipient, with proper written notice to the Board, and unless the
    "Service Option" is subsequently completed in the manner described in
    Subparagraph 3, then repayment shall commence as follows:

       A. Number of Payments; Principal and Interest to be Repaid. The RN to
          BSN recipient, the BSN recipient and the MSN recipient shall repay
          and agrees to repay all amounts loaned under this or any other similar or
          like Contract and Note made pursuant to this Program, in not to exceed
          thirty-six (36) equal monthly consecutive payments, beginning as set out
          below in Subsection (b), and terminating upon the complete and total
          repayment of all sums, both principal and interest, which are due and
          owing under the terms and conditions of this Contract and Note, and any
          other sums heretofore loaned or advanced to recipient under this or any
          other similar or like Contract and Note made pursuant to this Program.
          The Ph.D./DNP recipient and the RN to MSN recipient shall repay and
          agrees to repay all amounts loaned under this or any other similar or like
          Contract and Note made pursuant to this Program, in not to exceed sixty
          (60) equal monthly consecutive payments, beginning as set out below in
          Subsection (b), and terminating upon the complete and total repayment of
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         all sums, both principal and interest, which are due and owing under the
         terms and conditions of this Contract and Note, and any other sums
         heretofore loaned or advanced to recipient under this or any other similar
         or like Contract and Note made pursuant to this Program.

      B. Beginning and Ending of Repayment Period. Repayment shall begin
         one (1) month after the attainment of the degree or termination of full-time
         employment or termination of other deferment.

      C. Repayment of Principal Amount. The amount of principal which shall
         be repaid according to the terms and conditions of this Contract and Note,
         and which has been advanced pursuant to the terms of this Contract and
         Note is the sum of up to a maximum of Eight Thousand Dollars
         ($8,000.00) for RN to BSN, Eight Thousand Dollars ($8,000.00) for BSN,
         Eight Thousand Dollars ($8,000.00) for MSN, Twelve Thousand Dollars
         ($12,000) for RN to MSN, or Ten Thousand Dollars ($10,000.00) for
         Ph.D/DNP.

      D. Interest Rate. The rate of interest charged upon the principal amount
         loaned upon this Contract and Note by the Board to the loan recipient shall
         be fixed by reference to the Federal Stafford Loan Program thirty (30)
         days subsequent to the occurrence which is defined in Subsection (b),
         above. The rate of interest to be paid by the recipient upon the principal
         sums loaned or advanced pursuant to this Contract and Note shall be
         calculated according to the provisions of the Federal Stafford Loan
         Program and shall be applied to the unpaid balance on the 30th day
         following the occurrence referred to in Subsection (b), above. The rate of
         interest charged a loan recipient shall be at the current Federal Stafford
         Loan rate at the time of the occurrence of the event.

      E. Acceleration of Debt. Should the Board terminate this Contract and Note
         or should the following conditions occur:

         1. Failure of the loan recipient to abide by its terms and conditions;

         2. Failure of the loan recipient to abide by and comply with the Statutes,
            Rules and Regulations governing this Contract and Note;

         3. Loan recipient does not continue in status as a full-time or part-time
            nursing student as defined/determined and certified by the Dean or the
            Department Chair of the Nursing Program at which the nursing
            student/recipient is enrolled; or

         4. Should any payment due and owing by the recipient be received more
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               than thirty days past the date upon which said payment was due and
               owing; then the Board may, at its option, declare the entire sum due
               and owing by the loan recipient under this or any other similar or like
               contract and/or note entered into by the recipient pursuant to this
               Loan/Scholarship Program immediately due, and may demand the
               immediate payment of the same by loan recipient of this instrument.
               Failure of the Board to exercise its option to accelerate shall not
               constitute a waiver of its future right to exercise the option to
               accelerate.

       F. Application of Partial Payments. Should partial payments be made
          before default, or should sums be received or recovered after default, the
          sums shall first be applied to costs of collection, court costs and attorneys'
          fees, then to interest, and the remaining sums shall be applied to principal.

       G. Waiver of Presentment, etc. Loan recipient hereby waives presentment,
          dishonor, notice of dishonor, protest and protest of dishonor.

       H. Costs and Attorneys' Fees. Should this Contract and Note be in default
          in payment or any of its provisions, then the same shall be placed with an
          attorney for collection. Loan recipient hereby agrees to pay any
          reasonable attorneys' fees, costs of collection, suit costs and costs of court
          which are incurred in the collection of the sums due and owing under the
          terms of this Contract and Note.

       I. When Repayment May Be Deferred. The conditions of repayment shall
          be deferred in accordance with the terms and conditions of the Service
          Option provisions of this Contract and Note, and/or the Military Service
          provisions of this Contract and Note.

    VI. REQUIRED MILITARY SERVICE.

    The requirements of Repayment under Subsection 3 of this Contract and Note and
    the requirements of Service under Subsection 3 of this Contract and Note shall be
    eligible for deferment during any such period of time the loan/scholarship
    recipient shall be required to serve by United States law (required service being
    further defined in the Rules and Regulations of the Board governing this
    document), in the Armed Forces of the United States, provided that notice of such
    required service is given to the Board and the period of required service is
    approved by the Board in accordance with its Rules and Regulations.
    Immediately upon the termination of such required military service in the Armed
    Forces of the United States, such indebtedness and the interest which has
    accumulated thereon shall be due and payable in accordance with the terms and
    conditions and in a manner provided for by this Contract and Note.
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    VII. RULES AND REGULATIONS OF BOARD INCORPORATED
         HEREIN.
    The loan/scholarship recipient agrees that the Rules and Regulations which are,
    have been, or may be in the future duly promulgated by the Board governing this
    Loan/Scholarship Program are incorporated herein by reference as if fully
    recopied in words and figures herein. The loan/scholarship recipient agrees to
    abide by such Rules and Regulations.

    VIII. SEVERABILITY.

    The provisions of this instrument are severable. Should a court of competent
    jurisdiction invalidate any portion or portions thereof, the other portions not so
    invalidated shall remain in full force and effect.

    IX. CONSTRUED UNDER THE LAWS OF MISSISSIPPI.

    This instrument is to be construed under the laws of the State of Mississippi in
    effect at the time reference is made thereto in aid of such construction. Should the
    laws governing the Board or the statutory enactment allowing the provision of this
    Loan/Scholarship be repealed or so modified as to remove the power of the Board
    to enter into such Contracts and Notes, then the last such statutory enactment
    before such repeal or modification shall control.

    Staff Recommendation: The agreement has been reviewed and approved by
    the Attorney General’s Office. Board staff recommends approval of this
    item.

 2. SYSTEM – MISSISSIPPI OFFICE OF STUDENT FINANCIAL AID –
    APPROVAL OF REVISIONS TO THE RULES AND REGULATIONS OF
    THE MISSISSIPPI RESIDENT TUITION ASSISTANCE GRANT (MTAG)

    The Office of Student Financial Aid requests approval of revisions to the Rules
    and Regulations for the Mississippi Resident Tuition Assistance Grant (MTAG).

    The MTAG Rules and Regulations have not been updated since February 1999, at
    which time the program was administered at the institutional level. The proposed
    revisions to the Rules and Regulations will align the program Rules and
    Regulations with practice.

    Exhibit follows:

          Exhibit 3: Revisions to the Mississippi Resident Tuition Assistance Grant
           Rules and Regulations
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    EXHIBIT 3

    Mississippi Resident Tuition Assistance Grant
    Rules and Regulations
    Last revised February 1999

    These Rules and Regulations are subject to change by the Mississippi Post-
    Secondary Education Financial Assistance Board (Board). All eligible students
    shall receive an MTAG award, however the amount of each MTAG award
    depends upon the availability of funds as authorized by the State Legislature. If
    the recipient fails to maintain continuous enrollment, and is not granted an
    exception for cause by the administering agency, the student is ineligible to
    receive the Mississippi Resident Tuition Assistance Grant during the following
    semester or trimester or term of the regular academic year.

    SECTION I. ELIGIBILITY REQUIREMENTS:

       A. General Requirements:

           1. Must be able to document current legal residency in the State of
              Mississippi. Resident status for purposes of receiving MTAG under
              this act shall be determined in the same manner as resident status for
              tuition purposes as set forth in Sections 37-103-1 through 37-103-29,
              of Ms. Code Ann., with the exception of Section 37-103-17.

           2. Must attend, on a full-time basis, one of the following institutions of
              higher learning: Alcorn State University, Delta State University,
              Jackson State University, Mississippi State University, Mississippi
              University for Women, Mississippi Valley State University, University
              of Mississippi, University of Southern Mississippi, Coahoma
              Community College, Copiah-Lincoln Community College, East
              Central Community College, East Mississippi Community College,
              Hinds Community College, Holmes Community College, Itawamba
              Community College, Jones County Junior College, Meridian
              Community College, Mississippi Delta Community College,
              Mississippi Gulf Coast Community College, Northeast Mississippi
              Community College, Northwest Mississippi Community College,
              Pearl River Community College, Southwest Mississippi Community
              College, Belhaven College, Blue Mountain College, Millsaps College,
              Mississippi College, Rust College, Tougaloo College, William Carey
              College, Mary Holmes College, Magnolia Bible College and Wood
              College.
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         3. Must file an application with the eligible institution the student will
            attend, no later than the close of business on the date set by the Board.
            For 2009-2010 that date is set as September 15, 2009. Must complete
            an application for state financial aid on or before September 15 during
            the fall of the aid year for which the student is seeking assistance.

         4. Must not currently be in default on a Federal or State educational loan
            or owe a repayment on a Federal or State grant.

         5. Must meet any other general requirements for admission and student
            financial aid at the student’s eligible institution of choice.

      B. Specific Requirements of Initial Eligibility:

         1. Must have graduated from high school with a minimum cumulative
            GPA of 2.5 on a 4.0 scale after seven (7) semesters certified by the
            high school counselor or other authorized school official on the
            application AND graduation from high school verified by the
            institution before disbursement of awards AND scored a minimum of
            15 on the ACT or 720 on the SAT I or 1060 on the New SAT:

             OR

             Attended a home education program during grade levels 9 through 12
             and scored a minimum of 15 on the ACT or 720 on the SAT I or 1060
             on the New SAT;

             OR

             Successfully completed the International Baccalaureate Program, with
             a minimum cumulative GPA of 2.5 on a 4.0 scale, based on that
             school’s grading system, AND scored a minimum of 15 on the ACT or
             720 on the SAT I or 1060 on the New SAT;

             OR

             Satisfactorily completed the General Education Development Test
             (GED) and scored a minimum of 15 on the ACT or 720 on the SAT I
             or 1060 on the New SAT.

             Exception: Any student, including the GED entrant, pursuing a non-
             academic program of study leading to a certificate or an associate of
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            applied science degree is not required to take the ACT, unless required
            by the school.

         2. Must NOT qualify for a full Federal Pell Grant, as evidenced by
            completing either complete a FAFSA (Free Application for Federal
            Student Aid form) to determine eligibility for the Federal Pell Grant,
            or sign and have notarized a Financial Certification Statement
            certifying that the family income will preclude the applicant’s
            eligibility for the Federal Pell Grant or other Title IV funds.

         3. Must not have “full” Federal Pell Grant eligibility.

         4. Students currently enrolled in an eligible institution, regardless of
            classification or whether students have previously received MTAG,
            must have earned a cumulative GPA of at least 2.5 on a 4.0 scale on
            their college work, regardless of their high school performance.

      C. General Renewal Requirements:

         The renewal of the Mississippi Resident Tuition Assistance Grant shall be
         evaluated on an annual basis each new academic year.

         1. Student must be attending an eligible institution on a full-time basis.

         2. Student must have maintained continuous enrollment of not less than
            two semesters or three trimesters in each successive academic year,
            while a recipient of MTAG unless granted an exception for cause.

         3. While a recipient of MTAG, if a student drops below full-time status
            during a semester or trimester of the academic year and is not granted
            an exception for cause by the administering agency, that student is
            ineligible to receive funds during the following semester or trimester
            of full-time enrollment of the regular academic year.

         4. Student must be recertified eligible by the institution for each regular
            academic year.

         5. Student must complete a renewal application for state financial aid on
            or before September 15 during the fall of the aid year for which the
            student is seeking assistance.

         6. Each year, the student must NOT qualify for a full Federal Pell Grant,
            as evidenced by completing either complete a FAFSA (Free
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             Application for Federal Student Aid form) to determine eligibility for
             the Federal Pell Grant, or sign and have notarized a Financial
             Certification Statement certifying that the family income will preclude
             the applicant’s eligibility for the Federal Pell Grant or other Title IV
             funds each year.

         7. Must maintain satisfactory academic progress toward a degree with a
            minimum cumulative GPA of 2.5 on a 4.0 scale, as certified by the
            registrar, based on that institution’s calculation, at the end of each
            semester, trimester, term of the regular academic year. In the case of
            students pursuing a certificate, the student must meet that institution’s
            satisfactory academic progress standards of his/her program of study.

    SECTION II. LENGTH AND AMOUNT OF MTAG:

      A. No student may receive an MTAG for longer than the equivalent
         semesters or trimesters required to complete on (1) certificate, and/or one
         (1) associate and/or (1) bachelor degree per institution, not to exceed eight
         (8) semesters or twelve (12) trimesters.

      B. Amount of Mississippi Resident Tuition Assistance Grant: Those students
         eligible for less than the full Federal Pell Grant award shall receive a
         Mississippi Resident Tuition Assistance Grant in an amount not to exceed
         the maximum Federal Pell Grant allowable for that individual student. The
         amount of MTAG awarded to each student shall be the difference in the
         student’s cost of attendance at his/her eligible college of choice minus the
         amount of other aid he/she may receive. Cost of attendance will be based
         on the tuition and fees of the eligible institution plus an allowance for
         room, meals, books, material, transportation and any other ordinary
         reasonable expenses, as defined by the Federal Pell Grant budget. In no
         case shall any student receive any combination of student financial aid and
         MTAG that would exceed the cost of attendance.

         1. For freshman and sophomore students attending four-year and two-
            year, public and nonprofit, colleges and universities in Mississippi, the
            award shall not exceed Five Hundred Dollars ($500.00) per academic
            year (to be divided equally between each semester/trimester). Awards
            are dependent on the availability of funds and are subject to proration.

         2. For junior and senior students attending four-year, public and
            nonprofit, colleges and universities in Mississippi, the award shall not
            exceed One Thousand Dollars (1,000.00) per academic year (to be
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                     REGULAR AGENDA
                 BUDGET, FINANCE & AUDIT
                      November 18, 2010
                        Page 23 of 33

            divided equally between each semester/trimester). Awards are
            dependent on the availability of funds and are subject to proration.

    SECTION III. INSTUTIONAL REQUIREMENTS:

      A. General Requirements:

         1. For all returning students, a complete and accurate report of the
            student’s cumulative grade point average on all college course work
            attempted as of the end of the previous semester or trimester should be
            submitted to the Board within 5 days of beginning of any given
            semester or trimester.

         2. For all students, a complete and accurate roster, by disk or tape, along
            with a certification statement, of the eligibility status of each recipient
            shall be submitted to the Board by the final add/drop date of each
            semester or trimester of the academic year the student receives a grant.

         3. Each eligible institution must submit a request, if needed, for the
            tentative funding level no later than the date set by the Board. This
            request must include, the estimated number of eligible students, by
            grade level, and estimated amount needed to fund those students for
            the full award year.

         4. In order for the institutions to receive funds prior to Fall 1999
            registration, a disk or tape roster, along with a certification statement
            for the eligible students, must be received by the Board no later than
            August 1, 1999.

         5. In order for the institutions to receive funds prior to Spring 2000
            registration, a disk or tape roster, along with a certification statement
            for the eligible students, must be received by the Board no later than
            January 5, 2000.

         6. Institutions shall certify to the Board, utilizing the designated
            transmittal form for MTAG, the amount of funds disbursed to each
            student and shall remit to the Board any undelivered funds within sixty
            (60) days of the end of regular registration period.

         7. In case of students who received ad MTAG but who terminate
            enrollment during any semester or trimester of the academic year, the
            institution is required to refund to the MTAG or MESG Programs any
            funds designated by an institution’s refund policies. This refund must
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                     REGULAR AGENDA
                 BUDGET, FINANCE & AUDIT
                      November 18, 2010
                        Page 24 of 33

            be made within thirty (30) days of the termination, using the
            transmittal form as designated by the Board.

         8. A balancing statement and certification statement, verifying monies
            disbursed to all students, must be submitted before the end of the
            semester or trimester to the Board.

         9. If a student drops below full-time status but does not terminate
            enrollment during the semester or trimester of the academic year, no
            refund will be required for that term. However, that student is
            ineligible to receive MESG during the following semester or trimester
            of full-time enrollment in a regular academic year.

      B. Record Maintenance Requirements:

         Institutions are required to maintain, at a minimum, the following MTAG
         records for each recipient at least five (5) years, after the last date of
         attendance:

         1. Original MTAG Application;

         2. Federal Pell Grant output document or Statement of Certification for
            MTAG;

         3. High school transcript or proof of receipt of a GED, college records
            reflecting qualifying college GPA.

         4. The following documents are examples which may be maintained
            when resolving conflicting information submitted by the application:

            a.   Property tax bills for 1 year.
            b.   Motor vehicle registration.
            c.   MS tax returns for 1 year.
            d.   Voter Registration.
            e.   Driver’s license.

         5. Documents supporting continuing eligibility of recipients (including
            proof of GPA, full-time status, ect.):

         6. Documentation of a student’s denial of an MTAG;

         7. Refund calculation documents;
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                      November 18, 2010
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         8. Copies of refund transmittal forms;

         9. Copies of balance reports

         10. Records of terminations and withdrawals of MTAG recipients;

         11. Copies of rosters used to request MTAG/MESG Balance Report;

         12. A copy of the Fall 1999 MTAG/MESG Balance Report;

         13. A copy of the Spring 2000 MTAG/MESG Balance Report.

    SECTION IV. OTHER MANDATORY REQUIREMENTS:

      A. No student receiving a Mississippi Eminent Scholars Grant shall be
         eligible to receive the Mississippi Resident Tuition Assistance Grant,
         unless determined eligible for such award after the Mississippi Eminent
         Scholars Grant has been considered by the institution when conducting an
         assessment of the financial resources available to the student.

      B. The number of prior full-time semesters or trimesters that a student has
         attended college will not be a factor in determining s recipient’s initial
         eligibility, if he/she is otherwise eligible.

      C. In no case shall any student receive and combination of student financial
         aid and MTAG that would exceed the cost of attendance as defined by the
         Federal Pell Grant Budget.

      D. If a recipient transfers from one eligible Mississippi institution to another,
         the award will be transferable, provided the student applies for the Grant
         and is otherwise eligible.

      E. Payment of the Mississippi Resident Tuition Assistance Grant shall be
         disbursed directly to the educational institutions and applied first to
         tuition.

      F. Institutions may initially accept the GPA as calculated on the high school
         transcripts based on the first 7 semesters’ work with the assumption that
         the final GPA will be certified by the institution during the student’s first
         semester/trimester of collegiate attendance. For the purposes of receiving
         the MTAG, the student’s GPA shall be calculated on all courses leading to
         the high school diploma, based on that school’s grading system.
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                     REGULAR AGENDA
                 BUDGET, FINANCE & AUDIT
                      November 18, 2010
                        Page 26 of 33

    SECTION V. COMPLIANCE:

    The Board may conduct its own annual compliance audits of any institution
    participating in the Mississippi Resident Tuition Assistance Grant and the
    Mississippi Eminent Scholars Grant Programs. The Board may suspend or revoke
    an institutions eligibility to receive future monies under these Programs if it finds
    that the institution has not complied with the provisions of all applicable laws and
    these Rules and Regulations.

    Staff Recommendation: The agreement has been reviewed and approved by
    the Attorney General’s Office. Board staff recommends approval of this
    item.



 3. SYSTEM – MISSISSIPPI OFFICE OF STUDENT FINANCIAL AID –
    APPROVAL OF REVISIONS TO THE RULES AND REGULATIONS OF
    THE MISSISSIPPI EMINENT SCHOLARS GRANT (MESG)

    The Office of Student Financial Aid requests approval of revisions to the Rules
    and Regulations for the Mississippi Eminent Scholars Grant (MESG).

    The MESG Rules and Regulations have not been updated since February 1999, at
    which time the program was administered at the institutional level. The proposed
    revisions to the Rules and Regulations will align the program Rules and
    Regulations with practice.

    Exhibit follows:

          Exhibit 4 – revisions to the Mississippi Eminent Scholars Grant Rules and
           Regulations

    EXHIBIT 4

    Mississippi Eminent Scholars Grant
    Rules and Regulations
    Last revised February 1999

    These Rules and Regulations are subject to change by the Mississippi Post-
    Secondary Education Financial Assistance Board (Board). The number of MESG
    awards and the MESG amount depend upon the availability of funds. If the
    recipient fails to maintain continuous enrollment and is not granted an exception
    for cause by the administering agency, the student is ineligible to receive the
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                     REGULAR AGENDA
                 BUDGET, FINANCE & AUDIT
                      November 18, 2010
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    Mississippi Eminent Scholars Grant during the following semester, trimester, or
    term of the regular academic year.

    SECTION I. ELIGIBILITY REQUIREMENTS

       A. Requirements for all applicants:

           1. Must be able to document current legal residency in the State of
              Mississippi. Resident status for purposes of receiving MESG shall be
              determined in the same manner as resident status for tuition purposes
              as set forth in Sections 37-103-1 through 37-103-29 of Ms. Code Ann.,
              with the exception of Section 37-103-17.

           2. Must attend, on a full-time basis, one of the following institutions of
              higher education: Alcorn State University, Delta State University,
              Jackson State University, Mississippi State University, Mississippi
              University for Women, Mississippi Valley State University, University
              of Mississippi, University of Southern Mississippi, Coahoma
              Community College, Copiah-Lincoln Community College, East
              Central Community College, East Mississippi Community College,
              Hinds Community College, Holmes Community College, Itawamba
              Community College, Jones Community Junior College, Meridian
              Community College, Mississippi Delta Community College,
              Mississippi Gulf Coast Community College, Northeast Mississippi
              Community College, Northwest Mississippi Community College,
              Pearl River Community College, Southwest Mississippi Community
              College, Belhaven College, Blue Mountain College, Millsaps College,
              Mississippi College, Rust College, Tougaloo College, William Carey
              College, Mary Holmes College, Magnolia Bible College and Wood
              College.

           3. Must file an MESG Application and Contract with the eligible
              institution the student will attend, no later than the close of business on
              the date set by the Board. Must complete an application for state
              financial aid on or before September 15 during the fall of the aid year
              for which the student is seeking assistance.

           4. Must not currently be in default on a federal or state educational loan
              or owe a repayment on a federal or state grant.

           5. Must meet any other general requirements for admission and student
              financial aid at the student’s eligible institution of choice.
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                     REGULAR AGENDA
                 BUDGET, FINANCE & AUDIT
                      November 18, 2010
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      B. Specific Requirements for Initial Student Eligibility:

         A student is eligible for MESG if he/she:

         1. Is recognized as a semifinalist or finalist by the National Merit
            Scholarship Corporation of the National Achievement Scholarship
            Program, and has obtained a minimum GPA of 3.5 on a 4.0 scale,
            based on that school’s grading system, in all high school subjects
            acceptable for credit toward a diploma after seven (7) semesters
            certified by the high school counselor or other authorized school
            official on the application and graduation from high school verified by
            the institution before disbursement of award;

             OR

             Has scored a minimum of 29 on the ACT, or 1280 1290 on the SAT I
             or 1940 on the New SAT, and has obtained a minimum GPA of 3.5 on
             a 4.0 scale after seven (7) semesters as certified by the high school
             counselor or other authorized school official on the application and
             graduation from high school verified by the institution before
             disbursement of award, or the equivalent in high school subjects
             acceptable for credit toward a diploma;

             OR

             Has attended a home education program during grade levels 9 through
             12 and scored a minimum of 29 on the ACT, or 1280 1290 on the SAT
             I or 1940 on the New SAT;

         2. Enrolls as a “first-time-in-college” student for the first time as a
            college student in Mississippi. Any student who earns postsecondary
            academic credit prior to or during the summer immediately subsequent
            to receiving a high school diploma, who is dually enrolled in
            secondary and postsecondary educational institutions, or who is
            enrolled in the early admission program of a postsecondary institution
            shall be exempt from the requirement.

         3. Files, on or before the deadline, an application for an award during his
            or her last year in high school, or before the expiration of the third
            school year succeeding the year of his or her high school graduation.
      C. General Renewal Requirements:

         1. Student must be attending an eligible institution on a full-time basis.
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                     REGULAR AGENDA
                 BUDGET, FINANCE & AUDIT
                      November 18, 2010
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         2. Student must have maintained continuous enrollment of not less than
            two semesters or three trimesters in each successive academic year,
            while a recipient of MESG, unless granted an exception for cause.

         3. While a recipient of MESG, if a student drops below full-time status
            during a semester or trimester of the academic year, that student is
            ineligible to receive funds during the following semester or trimester
            of full-time enrollment of the regular academic year.

         4. Student must maintain a minimum cumulative GPA of 3.5 on a 4.0
            scale, as certified by the registrar, based on that institution’s
            calculation, at the end of each academic year.

         5. Student must complete a renewal application on or before the deadline
            established by the Board each year the student wishes to receive
            assistance.

         6. Student must be recertified eligible by the institution that the recipient
            meets the general eligibility requirements for each new academic year.

      D. Specific Renewal Requirements:

         1. Students who apply for awards no later than the date set by the Board
            during their last year in high school, but do not accept their initial
            awards, may later reapply to receive the awards during subsequent
            application periods occurring before the expiration of the third school
            year succeeding the year of their high school graduation.

         2. Students who receive initial awards, but who later do not accept
            renewal awards, may reapply to receive awards during subsequent
            application periods, occurring before the expiration of the third school
            year succeeding the year of their high school graduation. within three
            (3) years of filing their initial applications. The institution of choice
            shall accept renewal application received no later than the close of
            business on the date set by the Board each year and shall determine the

         3. Eligibility of such applicants as described in the above two paragraphs
            will be determined in the same manner as first-time applicants, except
            that students who reapply shall be required to have maintained a
            minimum GPA of 3.5 on a 4.0 scale for all college work attempted.

         4. No awards shall be made on renewal applications that are received by
            the institution of choice after the date set by the Board.
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                     REGULAR AGENDA
                 BUDGET, FINANCE & AUDIT
                      November 18, 2010
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    SECTION II. LENGTH AND AMOUNT OF MESG:

      A. No student may receive MESG for longer than the equivalent semesters or
         trimesters required to complete one (1) certificate, and/or one (1) associate
         and/or one (1) bachelor’s degree per institution, not to exceed eight (8)
         semesters or twelve (12) trimesters.

      B. Amount of Mississippi Eminent Scholars Grant: The maximum amount of
         Mississippi Eminent Scholars Grant to an eligible student is the amount of
         tuition and mandatory fees not to exceed $2,500.00 per academic year (to
         be divided equally between each semester/trimester). Awards are
         dependent on the availability of funds.


    SECTION III. INSTITUTIONAL REQUIREMENTS:

      B. General Requirements:

         1. For all returning students, a complete and accurate report of the
            student’s cumulative grade point average on all college course work
            attempted as of the end of the previous semester or trimester should be
            submitted to the Board within 5 days of beginning of any given
            semester or trimester.

         2. For all students, a complete and accurate roster, by disk or tape, along
            with a certification statement, of the eligibility status of each recipient
            shall be submitted to the Board by the final add/drop date of each
            semester or trimester of the academic year the student receives a grant.

         3. Each eligible institution must submit a request, if needed, for a
            tentative funding level no later than date set by the Board. This request
            must include the estimated number of eligible students, by grade level,
            and estimated amount needed to fund those students for the full award
            year.

         4. In order for institutions to receive funds in time for Fall registration, a
            disk or tape roster, along with a certification statement of their eligible
            students, must be received by the Board no later than August 1, 1999.

         5. In order for institutions to receive funds in time for Spring registration,
            a disk or tape roster, along with a certification statement of their
            eligible students, must be received by the Board no later than January
            5, 2000.
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                     REGULAR AGENDA
                 BUDGET, FINANCE & AUDIT
                      November 18, 2010
                        Page 31 of 33

         6. Institutions shall certify to the Board, utilizing the designated
            transmittal form for MTAG, the amount of funds disbursed to each
            student and shall remit to the Board any undelivered funds within sixty
            (60) days of the end of regular registration period.

         7. In the case of students who received an MESG award but who
            terminate enrollment during any semester or trimester of the academic
            year, the institution is required to refund to the MTAG or MESG
            Programs any funds designated by an institution’s refund policies. This
            refund must be made within thirty (30) days of the termination, using
            the transmittal form as designated by the Board.

         8. A balancing statement and certification statement, verifying monies
            disbursed to all students, must be submitted before the end of the
            semester or trimester to the Board.

         9. If a student drops below full-time status but does not terminate
            enrollment during the semester or trimester of the academic year, no
            refund will be required for that term. However, that student is
            ineligible to receive MESG during the following semester or trimester
            of full-time enrollment in a regular academic year.

      C. Record Maintenance Requirements:

         Institutions are required to maintain, at a minimum, the following MTAG
         and MESG records for each recipient at least five (5) years, after the last
         date of attendance:

         1. Original MTAG/MESG Application and Contract;

         2. Federal Pell Grant output document or Statement of Certification for
            MTAG:

         3. High school transcript or proof of receipt of a GED, college records
            reflecting qualifying college GPA.

         4. The following documents are examples which may be maintained
            when resolving conflicting information submitted by the applicant:

            a.   Property tax bills for 1 year.
            b.   Motor vehicle registration.
            c.   MS tax returns for 1 year.
            d.   Voter Registration.
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                     REGULAR AGENDA
                 BUDGET, FINANCE & AUDIT
                      November 18, 2010
                        Page 32 of 33

             e. Driver’s license.

         5. Documents supporting continuing eligibility of recipients (including
            proof of GPA, full-time status, etc.);

         6. Documentation of a student’s denial of an MTAG/MESG;

         7. Refund calculation documents;

         8. Copies of refund transmittal forms;

         9. Copies of balance reports

         10. Records of terminations and withdrawals of MTAG/MESG recipients;

         11. A copy of the Fall 1999 MTAG/MESG Balance Report;

         12. A copy of the Spring 2000 MTAG/MESG Balancing Report.

    SECTION IV: OTHER MANDATORY REQUIREMENTS:

      A. No student receiving a Mississippi Eminent Scholars Grant shall be
         eligible to receive the Mississippi Resident Tuition Assistance Grant,
         unless determined eligible for such award after the Mississippi Eminent
         Scholars Grant has been considered by the institution when conducting an
         assessment of the financial resources available to the student.

      B. If a recipient transfers from one eligible Mississippi institution to another,
         the award will be transferable, provided the student applies for the grant
         and is otherwise eligible.

      C. Payment of the Mississippi Eminent Scholars Grant shall be disbursed
         directly to the educational institutions and applied first to tuition.

      D. Institutions may initially accept the GPA as calculated on the high school
         transcript based on the first 7 semesters’ work with the assumption that the
         final GPA will be certified institution during the student’s first
         semester/trimester of collegiate attendance. For the purposes of receiving
         the MESG, the student’s GPA shall be calculated on all courses leading to
         the high school diploma, based on that school’s grading system.
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                     REGULAR AGENDA
                 BUDGET, FINANCE & AUDIT
                      November 18, 2010
                        Page 33 of 33

    SECTION VII:      COMPLIANCE

    The Board may conduct its own annual compliance audits of any institution
    participating in the Mississippi Eminent Scholars Grant Program. The Board may
    suspend or revoke an institution’s eligibility to receive future monies under this
    Program if it finds that the institution has not complied with the provisions of all
    applicable laws and these Rules and Regulations.


    Staff Recommendation: The Mississippi Post-Secondary Education
    Financial Assistance Board approved these revisions and supports this
    request. The agreement has been reviewed and approved by the Attorney
    General’s Office. Board staff recommends approval of this item.
    BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                         REGULAR AGENDA
                           REAL ESTATE
                         NOVEMBER 18, 2010
                             Page 1 of 4

Board Policy §903(B), Legislative Funding Requests

The Commissioner, after consultation with the Institutional Executive Officers, shall prepare
and submit an annual request for capital improvements and repair and renovation for
approval by the Board prior to its submission to the Legislature. These requests shall be
submitted for Board approval in May of each year. In developing the list of requests, the
Commissioner shall consider institutional priorities, missions, enrollment, campus square
footage, building conditions, comparative funding and other appropriate criteria. The Board
shall then approve and furnish to the Legislature each year a priority list of the capital
improvements and repair and renovation projects for all institutions under its control.
Projects which are not approved by the Board shall not be submitted to the Legislature by any
institution. In addition, priorities and requests of the individual institutions may not be
presented or communicated to any individual legislators without the prior approval of the
Board.

The Board approved priority lists of capital improvement and repair and renovation projects
will be submitted to the Governor’s Office of General Services and the Bureau of Building,
Grounds and Real Property Management through the Board’s Real Estate and Facilities
Office.


   1. SYSTEM – APPROVAL FOR FIRST READING OF PROPOSED NEW BOARD
      POLICY 920 SUSTAINABILITY POLICY

       Request: The Energy Management Efficiency Task Force requests approval of the first
       reading of proposed new Board Policy 920 Sustainability Policy.

       Purpose: The Energy Management Efficiency Task Force submitted its report to the
       Board of Trustees during the August, 19, 2010 meeting and the Board voted to approve
       the three recommendations. One of the three recommendations was to adopt a System-
       wide Sustainability Policy.

       The proposed policy requires each institution to develop a campus sustainability policy to
       include operations, grounds, materials, and transportation. All new construction and/or
       major repair and renovation will be required to exceed ASHRAE 90.1 by 30%, when cost
       effective; and the design professional for these projects must develop an energy model
       during the design phase and certify the completed construction or renovation performs as
       designed and modeled. No less than 25% of expected annual recurring savings from
       completed energy projects must be set-aside to finance future energy efficiency projects.
       A System Energy Management Council is established to guide the implementation of
       energy management and conservation efforts to include representatives of students,
       faculty, staff, administration, and energy management professional and technical staff.
       Each institution is required to create an Energy Management Committee.
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                     REGULAR AGENDA
                       REAL ESTATE
                     NOVEMBER 18, 2010
                         Page 2 of 4

 PROPOSED BOARD POLICY 920 SUSTAINABILITY POLICY

 Mississippi Institutions of Higher Learning (IHL) understand the impact of our collective
 landholdings and campus activities to the natural environment, thus we seek to develop a
 sustainability foundation that sets the framework for our Institutions of Higher Learning
 to utilize in the development of their individual policies.
 Each institution shall develop a campus sustainability policy and implementation
 procedures. The sustainability policy and procedures should address and encourage
 sustainability in operations, grounds, materials, and transportation.


 A. The System Energy Management Council is created and shall include representatives
    from each institution and be representative of students, faculty, staff, administration,
    and energy management professional and technical staff. The purpose of the council
    shall be to guide the implementation of energy management and conservation efforts
    for the IHL System.

 B. Each institution shall create an Energy Management Committee to guide the
    implementation of energy management and conservation efforts for the institution.

 C. A procurement program that considers the effect of the product on the environment
    must be developed. Sustainable purchases must consider Energy Star ® appliances,
    green seal chemicals, and other environmentally-sound items found on state contract,
    as well as other sources. Contracts for new construction and/or major repair and
    renovations must include a sustainable purchase requirement for those items included
    in the contract for purchase and installation.

 D. All new construction and/or major repair and renovation of existing facilities must be
    designed to meet energy-efficient goals which exceed ASHRAE 90.1 by 30%, when
    determined cost effective.

 E. All new construction and/or major repair and renovations of existing facilities must
    include the requirement for the development and approval of an energy model during
    the early design stages. The design professional must certify that the model meets the
    Institutions of Higher Learning’s energy program and at the conclusion of the
    construction and/or renovation (prior to final acceptance) the design professional
    must certify that the facility has been constructed as designed and modeled.

 F. Renovation of historically significant buildings should meet or exceed ASHRAE
    90.1 standards where appropriate for the scope of work and determined cost effective.

 G. No less than 25% of the expected annual recurring savings from completed energy
    efficiency projects shall be set aside each year in the appropriate fund and used to
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                     REGULAR AGENDA
                       REAL ESTATE
                     NOVEMBER 18, 2010
                         Page 3 of 4

    finance future energy efficiency projects. If the annual recurring savings are dedicated
    to the repayment of debt, then these funds shall be set aside in the first year after such
    debt is retired.

 H. Water efficiency measures, with the goal of reduction of water use on campus and
    within all facilities, must be a prime goal.

 I. All new construction and/or major repair and renovations of existing facilities must
    address and consider sound design techniques that maximize wind, solar, aspect,
    shading and other design expressions embracing our climatic realities. The design
    criteria must encourage overhangs, natural day lighting, and other passive design
    techniques and should not be confused with renewable energy.

 J. All new landscape construction, major repair and renovations of landscapes, and any
    site work in general must consider and encourage the use of resource-efficient plants
    including native plant palettes, decreasing the use of herbicides and pesticides when
    possible, while increasing tree canopy through reforestation and by potable water
    irrigation reductions.

 K. All new landscape construction, major repair and renovations of landscapes, and any
    site work in general must include the requirement that protects and enhances water
    quality through innovative storm water best management practices.


 L. A comprehensive waste-minimization program must be developed. The program
    should address a comprehensive campus wide recycling program that considers such
    things as the recycling construction spoils/wastes from demolition and construction
    projects, garbage collection and disposal contracts, disposals of used equipment,
    furniture disposal, chemical waste, electronic waste, composting, trash, etc.

 M. Where feasible a campus public transit program serving faculty, staff and students
    should be developed. The program should consider and encourage transit options
    into off-campus areas where required.

 N. All new streets or campus street renovations should be developed to encourage
    walking, bikes, and other non carbon producing emission transportation options.

 O. A car share program should be developed where feasible to encourage car-pooling
    activities. This program should be developed in partnership with adjacent
    municipalities, community colleges, and high schools, etc., where appropriate and
    feasible.
BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING
                     REGULAR AGENDA
                       REAL ESTATE
                     NOVEMBER 18, 2010
                         Page 4 of 4

  Staff Recommendation: Board staff recommends approval of this item.


2. SYSTEM – APPROVAL OF FACILITY NEEDS FOR THE 2011 LEGISLATIVE
   SESSION

  Request: The Real Estate Committee requests Board approval for the attached list of
  proposed funding needs for the 2011 Legislative Session as presented by each institution.
  IHL is seeking approval in accordance with Board Policy §903(B), Legislative Funding
  Requests, which requires the preparation and submittal of an annual request for capital
  improvements and repair and renovation for approval by the Board prior to its submission
  to the Legislature.

  STAFF RECOMMENDATION:                Board staff recommends approval of this item.
                      Facilities Needs Requests for FY 2012
                                           2011 Legislative Session


             University                                                                    Request         Total By
University                                     Project Description
              Priority                                                                     Per Project    University
   ASU           1        Infrastructure Upgrades Phase I (Electric, Sewer, and Water)      $6,000,000 
                 2        General R&R Phase I                                               $6,000,000 
                 3        Waste Water Treatment Plant Repairs Phase I                       $1,500,000 
                 4        Campus Security Project                                           $7,500,000 
                 5        Whitney Renovations Phase I                                      $12,000,000 
                                                                                                          $33,000,000
   DSU           1        Renovation of Caylor‐White/Walters Phase IV                      $10,034,170 
                 2        Campus Roof Repairs Projects                                      $2,567,800 
                 3        Campus Compliance Phase I (ADA/Life Safety/Fire Safety)           $3,000,000 
                 4        Campus Infrastructure Improvements                                $5,000,000 
                 5        Central Mechanical Plant Phase II                                 $1,200,000 
                                                                                                          $21,801,970
                          Johnson/Dansby Replacement Phase II (Dansby Replacement) 
                                                                                            $9,000,000          
    JSU          1        Phase II 
                 2        College of Education and Human Development (Pre‐Planning)         $350,000 
                 3        Alexander Center Renovation (Pre‐Planning)                        $350,000 
                 4        General Repair & Renovation Phase II                             $10,000,000 
                 5        Land Acquisition Phase V                                          $3,000,000 
                                                                                                          $22,700,000
   MSU           1        Renovation of Lee Hall                                            $8,700,000 
                 2        New Classroom Building                                           $15,000,000 
                 3        Civil and Environmental Engineering Complex                      $14,000,000 
                 4        Addition to Mitchell Memorial Library                             $6,741,718 
                 5        Fire Suppression, ADA Compliance, Fire Alarm Upgrades             $6,900,000 
                                                                                                          $51,341,718
MSU/DAFVM        1        Wise Center Classroom Addition                                    $2,700,000 
                 2        Forest Genetics Greenhouse                                        $2,000,000 
                 3        Animal Life Science Initiative Phase I                            $6,000,000 
                 4        Wildlife & Fisheries Research & Ed. Support Facility              $990,000 
                 5        Leveck Animal Research Center Building Program                    $970,000 
                                                                                                          $12,660,000
   MUW           1        ADA Code Compliance and Campus Safety Phase II                    $4,000,000 
                 2        Fant Memorial Library & Expansion Phase I                         $6,100,000 
                 3        Storm Drainage and Street Repair                                  $2,000,000 
                 4        Keirn & Taylor Halls Demolition                                   $1,300,000 
                 5        Shattuck Hall Renovation                                          $4,709,000 
                                                                                                          $18,109,000
  MVSU           1        W.H. White Library Renovation                                     $4,500,000 
                 2        MVSU Academic and Wellness Multiplex                             $10,000,000 
                 3        Waste Water Treatment Plant and Repairs                           $7,500,000 
                 4        Student Union Renovation and Expansion                            $6,300,000 
                 5        Fine Arts Center Renovation and Expansion                         $7,700,000 
                                                                                                          $36,000,000
 University                                                                          Request           Total By
                   University                       Project Description
  Priority                                                                           Per Project      University
      UM               1        Student Union Renovation                             $10,000,000 
                       2        New Science Building                                 $10,000,000 
                       3        Turner Center Renovation                             $10,000,000 
                       4        Music Hall Mechanical Upgrade                         $4,000,000 
                       5        Garland Hedleston Mayes (GHM)                        $10,000,000 
                                                                                                      $44,000,000
    UMMC               1        Center Core Support Office                            $8,500,000 
                       2        Fire Alarm System Upgrade                             $1,202,000 
                       3        Campus Mechanical Upgrade Phase I                     $1,645,000 
                       4        East Central Mechanical Plant                         $8,000,000 
                       5        Pedestrian Bridge & Utility Loop Expansion            $6,125,000 
                                                                                                      $25,472,000
     USM               1        College of Business Phase II                         $15,000,000 
                       2        School of Nursing Phase I                            $15,000,000 
                       3        General Repair and Renovation                         $6,000,000 
                       4        College Hall Renovation                               $7,000,000 
                       5        Southern Hall Renovation                              $7,000,000 
                                                                                                      $50,000,000
      ERC              1        General Repair and Renovation                         $1,500,000 
                       2        Renovation of Paul B. Johnson Building (Pre‐Plan)     $350,000 
                                                                                                      $1,850,000
 IHL/University 
                       1        System‐wide Centralized Technology Program           $20,000,000            
    System 
                                                                                                      $20,000,000

                                                                                                           
                                                                                                    $336,934,688


NOTE:
*Projects above highlighted in yellow represent HIGH IHL System Priority
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                        NOVEMBER 18, 2010
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1.   UMMC - APPROVAL TO SETTLE TORT CLAIM

     The University of Mississippi Medical Center is seeking Board approval for the
     settlement of Tort Claim No. 1487.

     STAFF RECOMMENDATION:               Board staff recommends approval of this item.

2.   UMMC - APPROVAL TO SETTLE TORT CLAIM

     The University of Mississippi Medical Center is seeking Board approval for the
     settlement of Tort Claim No. 1601.

     STAFF RECOMMENDATION:               Board staff recommends approval of this item.

3.   UMMC - APPROVAL TO SETTLE TORT CLAIM

     The University of Mississippi Medical Center is seeking Board approval for the
     settlement of Tort Claim No. 1660.

     STAFF RECOMMENDATION:               Board staff recommends approval of this item.
      BOARD OF TRUSTEES OF INSTITUTIONS OF HIGHER LEARNING
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                        NOVEMBER 18, 2010
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4.   ASU - APPROVAL OF PROPOSED AFFILIATION AGREEMENT BETWEEN
     ALCORN STATE UNIVERSITY AND THE ALCORN STATE UNIVERSITY A-
     CLUB ALUMNI ASSOCIATION

     Alcorn State University (ASU) requests Board approval of the below proposed affiliation
     agreement between ASU and the ASU A-Club Alumni Association. The proposed
     agreement meets the requirements of Board Policy 301.0806 Foundation/Affiliated Entity
     Activities.

     This Affiliation Agreement (Agreement), dated November ____, 2010, is between
     Alcorn State University (the University), and the Alcorn State University A-Club Alumni
     Association (the Association).
                                        RECITAL

     1.     This Agreement is mandated by the Board of Trustees of the State Institutions of
     Higher Learning (IHL), as set forth in IHL Policy 301.0806.

     2.      The University is a state institution of higher learning established pursuant to the
     laws of the State of Mississippi. The Association is incorporated under the laws of the
     State of Mississippi.

     3.      The University has a strong interest in maintaining a favorable relationship with
     its graduates, former students, and friends of the University.

     4.     The Association exists to promote the mission of the University by (i) establishing
     and maintaining a quality relationship between the University and its alumni, former
     students, and friends; (ii) service to the University through awards and other appropriate
     recognition to students, alumni, and faculty for their contributions to the University and
     community, and (iii) promoting the general welfare and interests of the University by
     alumni service to the University.

     5.     The Association serves the University by attracting, organizing, and encouraging
     graduates, former students, and friends throughout Mississippi and the world to advance
     the University’s mission.

     6.      The University and the Association desire to interact and cooperate to serve the
     interests of the University.

     7.     The Association requires services from the University. The University is willing
     and able to provide those services to the Association. This relationship benefits not only
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the Association, but the University by facilitating the Association’s achievement of the
Association’s mission to benefit the University.

8.     The University and the Association, by this Agreement, recognize the relationship
between the University and the Association, clarify the respective rights and
responsibilities of the University and the Association, and identify emerging areas of
collaboration.

9.     The University and the Association desire to define the arrangements concerning
services, use of facilities, and activities as set forth in this Agreement.

      In consideration of these recitals and the mutual covenants contained in this
Agreement, the University and the Association agree, as follows:

        ARTICLE 1. RELATIONSHIP, PERSONNEL AND SERVICES

       The Association may use, with the approval of the University President, such
administrative, professional, and other University employees from time to time as are
needed to carry out the purposes of the Association as agreed by the University.

             ARTICLE 2. THE ASSOCIATION’S OBLIGATIONS

        2.1     The Association agrees to provide an organizational framework for
volunteer service to the University through geographic area alumni groups and special
interest alumni groups. The Association will serve as the most widely accessible medium
for graduates, former students, and friends of the University to maintain relationships
with the University. Nothing in this Agreement shall be construed to give the Association
control of or authority over other affiliates supporting the University and its constituent
units. The Association will work cooperatively and in good faith with these
organizations to promote the interests of the University and its relationship with its
alumni.

         2.2    The Association agrees that it will use its resources for the sole and
express purpose of advancing the University’s mission. The Association further agrees
that it may not amend its Articles of Incorporation or By-Laws during the life of this
Agreement unless the University consents to the proposed amendment.

       2.3    The Association agrees to assist the University in developing and
supporting programs and services, including, but not limited to, administration,
maintenance, and enhancement of the alumni database; operation of homecoming and
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reunion programs; maintenance of membership database and programs; participation in
advocacy and other advancement endeavors; maintenance of a career services program;
maintenance of programs serving the University's student population; and participation in
scholarship programs, award recognition programs, student recruitment programs,
maintenance of member discount programs; and special events.

       2.4    At least thirty days before the end of each Fiscal Year (June 30) during
this Agreement, the Association shall submit an annual budget for the forthcoming Fiscal
Year to the University President (or the President’s designee).

       2.5     The Association agrees to provide volunteers to serve the University.

         2.6 The Association must cause to be prepared annual financial statements of
the condition of the Association, which shall include such detail as the IHL Board may
from time to time require. The Association must also engage a Certified Public
Accounting (CPA) firm to perform annual audits of the Association’s annual financial
statements. The Association shall submit the audited financial statements, along with a
list of Association officers, directors or trustees, not later than five months following the
completion of the Association’s fiscal year, to the University President and to IHL.
However, the annual audited financial statement of the Association may be required for
inclusion in the State of Mississippi’s Comprehensive Annual Financial Report (CAFR).
If the Association will be required to submit annual audited financial statements for
inclusion in the CAFR, as determined by the IHL Board’s Deputy Commissioner of
Finance and Administration and the external auditing firm hired to perform the annual
IHL system audit, the Association must submit annual audited financial statements to the
University President and to the IHL, along with a list of Association officers, directors or
trustees, by October 15 of each year. The IHL Board’s Deputy Commissioner of Finance
and Administration shall notify the Association of the applicability of the October 15
deadline as far in advance of the deadline as possible each year. The CPA firm to be
utilized by the Association must be approved by the IHL Board and all requests for
approval of the CPA firm must be submitted to the IHL Board for approval not later than
three months prior to the end of the Association’s fiscal year for which the audit will be
conducted. Unless approval is specifically granted for multiple years, approval of a firm
by the IHL Board for one year does not constitute approval for other years, and requests
for approval of the CPA firm must be submitted on an annual basis. However, at the
request of the Association, the University President, with the approval of the IHL Board,
may grant a request of the Association to waive the requirement of an annual audit by a
CPA firm on a showing of adequate grounds, such as a showing that the assets of the
Association are so limited as to make the expense of engaging a CPA firm to perform an
audit financially burdensome to the Association and unnecessary. Such a waiver may be
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conditioned upon such other review of the financial records of the Association in lieu of
an audit as the University and the IHL may deem feasible. Such a request for a waiver
must be accompanied by (a) the most recent annual audited financial statements of the
Association (if any such statements exist), (b) the financial statements of the most
recently completed fiscal year, (c) a written description of how the Association
anticipates that the year-end financial statements for the current year will differ from the
financial statements as of the end of the most recently completed fiscal year, and (d) a
good faith estimate of the cost of engaging an auditor with respect to the statements. The
granting of any request to waive the requirement of an annual audit by a CPA firm
approved by the IHL is within the sole discretion of the University and the IHL Board.
Any waiver of the audit requirement will apply only for one year, and any request to
waive the requirement for the next year should be submitted as outlined above. The
Association shall contemporaneously submit an annual report to the University and to the
IHL providing a detailed list of supplemental compensation which was submitted to the
University for the purpose of providing additional compensation to University employees
or paid directly to University employees. This reporting requirement does not apply to
transfers to the University by the Association that are paid directly to the University for
use by the University to compensate University employees if that compensation is
included in the University’s annual budget.

         2.7     The Association must submit to the IHL an annual report providing a
detailed list of supplemental compensation provided to administrators, faculty, athletic
staff, and other employees; provided however that the Affiliation Agreement may provide
for appropriate exceptions for such compensation made by the institution out of funds
routinely provided to the institution to be included in its budget; and the Association may
not underwrite, pay, or provide additional compensation to the University President or
any IHL system office employee without the prior approval of the IHL. Any such request
for approval shall be made through the IHL Commissioner to the IHL. Additionally, the
Association may not provide or pay compensation to any other University employee
without prior approval of the University President, and any such approval shall be
reported to the IHL by the Association at the IHL’s next meeting. This provision does
not apply to transfers to the University by the Association that are paid directly to the
University for use by the University to compensate University employees if that
compensation is included in the University’s annual budget.

        2.8    The Association acknowledges and agrees that the University owns all
copyright, interest in, and right to all trademarks, trade names, logos, and service marks
developed by the University, including any trademarks, trade names, logos, and service
marks historically associated with or used by the Association. The Association may only
use the University’s name, symbols, trademarks, trade names, logos, and service marks
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consistent with the University policy, including but not limited to any symbols,
trademarks, trade names, logos, and service marks developed by the University for use by
the Association. Upon termination of this Agreement the Association shall be prohibited
from using the name, symbols, trademarks, trade names, logos, and service marks of the
University.

        2.9    The Association shall enter into an agreement with the Alcorn State
University Foundation, Inc. (the Foundation), to provide for the Foundation’s receipting
and accounting for gifts, membership dues and miscellaneous income designated for the
Association, any current chapters and any chapters formed by the Association after the
date of this Agreement. This agreement between the Foundation and the Association is
necessary to assure that any funds are received and accounted for consistent with the
policies and practices adopted by the Foundation and consistent with the Affiliation
Agreement between the University and the Foundation and to provide for the
Foundation’s management on behalf of the Association of all Association assets.

        2.10 The Association shall provide the University President reasonable notice
of any regular, annual, or special meetings of the Association (including, but not limited
to, meetings of the governing board, any committee and the membership), and the
University President (or the President’s designee) shall have the right to attend any such
meetings.

       2.11 The University may from time to time make requests of the Association or
seek assistance from the Association in accomplishing the University’s mission, and the
Association agrees that it will use its best efforts to provide such assistance.

        2.12 The Association has the responsibility as an affiliated entity to use its
resources in a responsible and effective manner to further the mission of the University
and to support the University.

       2.13 To assure that the resources and services provided by the University are
expended for the ultimate benefit of the University, as long as this Agreement is in effect,
the Association, working with the University Associate Vice President for Development
and Alumni Affairs, shall provide to the University, not less often than annually, the
following information:

       (i) A report specifying how the University resources and services were used, and
       the benefits (both financial and intangible) to the University arising from that use.
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       (ii) A description of proposed activities for the coming year. The description
       shall be developed with input from and the approval of the University’s Director
       of Alumni Relations.

       (iii) The Association’s current financial policies, procedures and controls, if any,
       as set forth in its Articles of Incorporation or By-Laws.

        2.14 The Association agrees to maintain its financial and accounting records, if
any, in accordance with generally accepted accounting principles. The records shall be
maintained separately from those of the University. The University President shall have
the right upon two days’ notice to inspect the books and records of the Association during
normal office hours.

The Association agrees to retain all books, accounts, reports, files and other records of
the Association relating to this Agreement, if any, and make such records available at all
reasonable times for inspection and audit by the University, or their agents, during the
term of and for a period of five years after the completion of this Agreement. Such
records shall be provided at the University’s Office of Alumni Affairs in Lorman,
Mississippi, or such other location as designated by the University upon reasonable
notice to the Association. To the extent that information is inspected, reviewed or
received by the University President or his/her designees, with respect to the identity of
donors, sponsors, or members who have expressly stated they wish to remain anonymous,
with respect to any information relating to the identification, cultivation and solicitation
of donors, sponsors, or members, with respect to personal, commercial, or proprietary
information relating to a donor or member or his/her family or business, or with respect
to any personal, commercial or proprietary information provided to the Association by
third parties, such information shall be treated as confidential by the University President
and by any designee who may review or acquire such information. The University is
expected to take appropriate safeguards to assure that such information is utilized or
disseminated only in a manner that is appropriate under the circumstances. If upon such
inspection or audit the University determines that University funds or resources have
been expended for purposes inconsistent with this Agreement, the Association, upon
demand by the University, shall reimburse the University for such misused funds, and the
University shall have all rights provided by law, including the right to suspend further
provision of resources under this Agreement and to terminate this Agreement. These
same inspection and information rights are also extended to the IHL or its designee when
authorized to exercise such rights by the IHL acting upon its minutes. However, it is
understood that the appropriate extent of any disclosure or other use of any confidential,
personal, commercial or proprietary information is in the discretion of the IHL, and
further, any such decision to disclose or release any confidential, personal, commercial or
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proprietary information or information that would identify any particular donor or
members shall be made by the IHL acting upon its minutes.

        2.15 The University’s Office of Alumni Affairs shall participate in setting goals
for the Association in conjunction with the University’s goals and priorities.

       2.16 The Association shall adopt and maintain a conflict of interest policy that
complies with the requirements of Miss. Code Ann. § 79-11-269 (1972), as amended
from time to time.

         2.17 The Association shall not solicit any gift, donation or grant. With the
approval of the University President, the Association may establish a dues structure for
its membership. The Association shall not enter into any transaction that creates any
liability for the University.

       2.18 No member of the Association can encumber the University’s funds or
otherwise bind the University in any way.

       2.19    No University assets will be managed by the Association.

       2.20 If the Association should cease to exist, any Association assets donated to
the Association for the benefit of the University must be transferred to the University or
to another non-profit entity designated by the University.

       2.21 The Association will not engage in any fund-raising activities and cannot
apply for Section 501(c)(3) status, or its equivalent, under IRS guidelines without the
express written permission of the University President.

       2.22 The Association may enter its contracts for professional, advisory or other
personal services in carrying out its duties, but any such contracts entered into after the
execution of this Agreement shall not exceed two years.

        2.23 The Association’s By-Laws shall specify, among other things, a process
for selecting or electing members of the governing board that requires the Association to
use best efforts to achieve racial, gender, and generational diversity in composition of the
governing board.

        2.24 The process for nominations for the Association Officers shall be an
inclusive process designed to achieve representation that reflects the membership of the
alumni.
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        2.25 The Association must obtain written approval from the University
President and IHL for any formal merger or affiliation between the Association and any
other entity.

        2.26 The Association shall not accept any gift, donation or grant or enter into
any transaction for the benefit of the University that is inconsistent with the university's
mission, goals or objectives creates any liability for the University, without advance
written approval of the University President.

       2.27 The Association agrees to manage all funds in its control in a fiscally
sound and prudent manner.

              ARTICLE 3. THE UNIVERSITY’S OBLIGATIONS
                        AND IN-KIND SUPPORT

        3.1     The University grants the Association a non-exclusive, non-transferable
license to use University trademarks, trade names, service marks, and logos consistent
with University policy, including but not limited to a license to use marks developed by
the University for use by the Association.

       3.2     The University grants the Association an exclusive, transferable license to
use University trademarks, trade names, service marks, and logos historically associated
with the Association or developed by the University or the Association for the
Association=s use.

        3.3    The University agrees to designate the Association as an official affiliated
entity of the University.

       3.4      The University shall provide the Association such other rights, privileges
or benefits as the University President, in the University President’s sole discretion, may
determine will assist the Association in discharging its obligations under this Agreement.

       3.5     The University President shall be an ex-officio non-voting member of the
Association’s governing board and shall be given reasonable notice of any meeting of the
governing board, as required by Section 2.10 of this Agreement.

       3.6     Subject to the availability of funding and the budget process, the
University agrees in good faith to provide the Association with resources suitable in the
University’s judgment for the accomplishment of the Association’s activities for the
University’s benefit, and may include services and supplies, staff support, office space,
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and such financial support as agreed upon between the parties from time to time. The
amount and nature of such resources shall be determined annually, on a fiscal year basis,
in connection with the program planning and budget processes of the University and the
Association. No provision in this Agreement shall be construed to give the Association
any legal entitlement to any University funding, personnel or other resources in any
particular fiscal year. All University assets, including personal property, made available
to the Association under the terms of this agreement shall remain the property of the
University unless sold, conveyed or transferred to the Association by way of a separate
written agreement.

       3.7     The University President will encourage all parts of the University to
collaborate with the Association in implementing the Association’s programs and
services.

        3.8    The University President agrees to inform the Association on a regular
basis of the University’s needs and priorities or, if necessary, as the need arises.

                           ARTICLE 4. COMPLIANCE

        4.1    The Association shall comply with all federal and state laws and
regulations and shall comply with any compliance, financial, accounting, audit, and
regulatory guidelines as may be required by IHL.

        4.2     The provisions of this Agreement shall apply to any and all entities owned
or controlled by the Association, with the exception of a special purpose entity created
for the sole and specific purpose of utilization as a financing vehicle for the private
financing of university auxiliary facilities by a private developer using the alternate dual-
phase design-build privately financed construction method, as specially authorized by
Miss. Code Ann. Section 37-101-41, et seq. (1972), as amended. If the use/purpose of
any such special purpose entity ever changes, the special purpose entity would then be
required to comply with any and all provisions of this Agreement between the University
and the Association, which owns or controls the special purpose entity.

                           ARTICLE 5. INDEMNIFICATION

        The Association agrees to indemnify and hold harmless the University, including
its agents and employees from any and all claims, demands, suits, or liabilities of any
nature, or on account of any of the actions or inactions in or about the licensed premises.
The Association agrees to reimburse the University and its agents and employees for any
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                   NOVEMBER 18, 2010
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expenses incurred by them or as a result of legal action or inaction, including reasonable
attorney fees, provided funds are available for such purpose.

                           ARTICLE 6. REPORTING

        6.1    The Association shall, by December 1 of each year during the life of this
Agreement, submit a detailed annual report of the work and financial condition of the
Association to the President, and any other reports as required by this Agreement, the By-
Laws of the Association, the policies of the University’s governing board or by other
applicable law and shall also submit by the same date any other reports as required by
this Agreement, by the Bylaws of the Association, by IHL policies or by other applicable
law, including but not limited to any and all reports required by Articles 2.6 and 2.7 of
this Agreement.

       6.2    The Association shall promptly notify the University President of the
University and the IHL, in writing, if any of the following events (“Reportable Events”)
occur:

           1. The Association has materially breached any of its contractual obligations
              under the Agreement;
           2. The Association has materially failed to properly receive, apply, manage
              or disburse any funds or has materially failed to properly comply with any
              binding instructions from donors relating to those funds;
           3. The Association has engaged in any conduct that is prohibited or subject
              to sanction under state or federal law, including any and all requirements
              applicable to tax exempt organizations;
           4. There has been a failure by the Association or any of its officers and
              directors to comply with any conflict of interest requirements created by
              applicable state or federal law or by the governing documents or
              procedures of the Association;
           5. Any state or federal regulatory body begins any investigation of any
              matter that may have a significant financial or regulatory effect on the
              Association or upon its status as a tax exempt organization; or
           6. The Association has contracted with or entered into any business or
              pecuniary relationship with any of its board members, other than a full
              time employee of the Association, or any entity controlled directly or
              indirectly by the board member, which would reasonably be expected to
              provide for payment or benefits to that person exceeding the value of
              $50,000 in any calendar year; The previous sentence creates a duty for the
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               Association to report any such transaction but does not suggest or imply
               that all such transactions are either prohibited or permitted.

         6.3     The Association’s President shall submit to the University President and to
the IHL a signed certification statement annually, before January 31 of each year, which
affirmatively states that the Association has examined its donor records and business
transactions occurring during its fiscal year ending within the prior calendar year, and
that to the best of its knowledge, there is no evidence that any Reportable Events
occurred, other than those which have been duly reported to the University President and
the IHL, as required in Article 6.2 above. In this certification the Association’s President
shall re-affirm that, in the event he/she becomes aware of any such Reportable Events,
the Association President will immediately notify, in writing, the University President.

                ARTICLE 7. TERMINATION AND RENEWAL

       7.1     This Agreement shall have a term of five years, if not renewed by mutual
consent of the parties before that date.

       7.2     The University may terminate this Agreement without cause with thirty
days written notice to the Association and prior approval of IHL, acting upon its minutes.


       7.3     The University may terminate this Agreement for cause without notice to
the Association but with notice to the IHL and prior approval of the IHL, acting upon its
minutes. The Association may not terminate the agreement without the consent of the
University President and the IHL Board.

        7.4     If this Agreement is terminated for any reason, including because the
Agreement has expired without being renewed under Article 7.1, Articles 2.8, 2.14, 2.20,
5, 7, and 8 shall survive the termination.

        7.5     Upon termination and/or non-renewal of this Agreement, (1) the
Association shall cease to use and shall not assign or delegate the authority to use the
University’s name, symbols, trade names, registered marks or logos to any person or
entity without the written approval of the University President, (2) the Association shall
remit any and all unrestricted funds held for the benefit of the University to such entity as
designated in writing by the University President on behalf of the University, (3) the
Association shall work in concert with its members and/or donors, to the extent
practicable and allowed by law, to move any restricted funds held for the benefit of the
University to such entity as designated in writing by the University President on behalf of
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the University, (4) the Association shall work in concert with persons or entities with
which it had contractual relations to the extent practical and allowed by law, to assign any
contracts to such entity as designated by University President; and (5) the Association
shall work in concert with the University to provide the University or its designee with
records and materials of the Association necessary to continue the business and/or wind
up the affairs of the Association.

        7.6    The Association agrees to cease using the University’s name, marks,
symbols and logos in the event the Association dissolves, ceases to be a non-profit
corporation, ceases to be recognized as a tax exempt entity under Section 501(c)(3) of the
Internal Revenue Code, or this Agreement is terminated.

       7.7    The University and the Association desire to work together in an
environment of mutual cooperation and support. In addition, Association Board
Members shall be elected to terms not to exceed two years and no less than one-third of
the Board Members shall be elected in a single year. Although a director may be elected
to more than one term, the approval process and rotation required shall work to maintain
alignment between the Association and the mission of the University.

        7.8     If the University President determines that the cooperation between the
University and the Association is not in place and is, as a result, detrimental to the best
interests of the University, the President shall notify the Commissioner of Higher
Education and the IHL shall attempt to reconcile the parties, including through mediation
if advisable. If the IHL determines and notifies the University President that it is in the
best interest of the University to substitute new members of the Board of Directors of the
Alumni Association, the University President may direct that at the expiration of a
ninety-day period, the terms of office of 100% of the Directors shall be deemed to have
expired. Upon such event, a five-person Commission shall be selected as follows: (1)
one member appointed by the University President, (2) one member appointed by the
IHL, (3) one member appointed by the Board of Directors of the ASU Foundation, and
(4) two members appointed from within and by the group of alumni donors to the
University whose lifetime outright giving to the University, through the ASU Foundation,
exceeds $50,000; however, this donor group may not appoint as a member of the
Commission anyone who at the time of the appointment is serving as (i) a University
employee or (ii) an employee, officer, trustee, or director of any University affiliated
support organization or foundation. The Commission shall then appoint, within the
ninety day period, by majority vote, members to the Board of Directors to replace the
Directors whose terms shall be deemed to have expired. The reconstituted Board of
Directors shall then elect new officers of the Alumni Association.
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                ARTICLE 8. MISCELLANEOUS PROVISIONS

       8.1    This Agreement shall be construed, governed, interpreted and applied in
accordance with the laws of the State of Mississippi.

        8.2    The parties agree that the Association is not the agent or employee of the
University and nothing in this Agreement creates an employment or other agency
relationship between the parties.

        8.3     The parties agree that the Association is a private, independent entity and,
as such, is not governed by the IHL. To ensure the independence of the Association, no
IHL employee shall hold a voting position on the Association Board. Senior University
administrators should only participate on the Association’s Board, if at all, in an ex-
officio, non-voting capacity. The IHL may allow, upon written request by the University,
exceptions to this restriction regarding IHL/University employees.

        8.4     The University and the Association agree that the Association’s donor and
giving records and any other financial or commercial information possessed by the
Association or provided by the Association to the University concerning individuals or
corporations that provide the Association financial support are confidential and
proprietary. Unless required to disclose such information by applicable law and except as
provided otherwise in Article 2.14 of this Agreement with respect to actions by IHL
acting upon its minutes, the University and the Association agree not to disclose to third
parties and to keep confidential the giving records, giving history, and financial or
commercial information of individuals and corporations that provide financial support to
the Association.

        8.5     In the performance of this Agreement, the Association shall not deny
employment opportunities to any person on the basis of race, color, religion, ethnic group
identification, sexual orientation, sex, age, physical or mental disability, medical
condition, or veteran’s status.

        8.6     The parties hereto acknowledge that this Agreement sets forth the entire
Agreement and understanding of the parties hereto as to the subject matter hereof, and
shall not be subject to any change or modification except by the execution of a written
instrument subscribed to by the parties hereto.

       8.7     The provisions of this Agreement are severable, and in the event that any
provisions of this Agreement shall be determined to be invalid or non-enforceable under
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     any controlling body of the law, such invalidity or non-enforceability shall not in any
     way affect the validity or enforceable nature of the remaining provisions hereof.

             8.8.    The failure of either party to assert a right hereunder or to insist upon
     compliance with any term or condition of this Agreement shall not constitute a waiver of
     that right or excuse a similar subsequent failure to perform any such term or condition by
     the other party.

            8.9     The Association’s obligations pursuant to this Agreement shall also
     extend, as applicable, to any entity it owns or controls.

     ALCORN STATE UNIVERSITY               ALCORN STATE UNIVERSITY A-CLUB ALUMNI
                                           ASSOCIATION

     By:_________________________          By:_____________________________
     Name: Norris Allen Edney              Name: Nathaniel Hughes
     Title: Interim President              Title: President

     Date: _______________________         Date: ___________________________

     STAFF RECOMMENDATION:                 Board staff recommends approval of this item.

5.   ASU - APPROVAL OF PROPOSED AFFILIATION AGREEMENT BETWEEN
     ALCORN STATE UNIVERSITY AND THE ALCORN STATE UNIVERSITY
     NATIONAL ALUMNI ASSOCIATION

     Alcorn State University (ASU) requests Board approval of the below proposed affiliation
     agreement between ASU and the ASU National Alumni Association. The proposed
     agreement meets the requirements of Board Policy 301.0806 Foundation/Affiliated Entity
     Activities.

     This Affiliation Agreement (Agreement), dated November ____, 2010, is between
     Alcorn State University (the University), and the Alcorn State University National
     Alumni Association (the Association).
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                                    RECITALS

1.     This Agreement is mandated by the Board of Trustees of the State Institutions of
Higher Learning (IHL), as set forth in IHL Policy 301.0806.

2.      The University is a state institution of higher learning established pursuant to the
laws of the State of Mississippi. The Association is incorporated under the laws of the
State of Mississippi.

3.      The University has a strong interest in maintaining a favorable relationship with
its graduates, former students, and friends of the University.

4.     The Association exists to promote the mission of the University by (i) establishing
and maintaining a quality relationship between the University and its alumni, former
students, and friends; (ii) service to the University through awards and other appropriate
recognition to students, alumni, and faculty for their contributions to the University and
community, and (iii) promoting the general welfare and interests of the University by
alumni service to the University.

5.     The Association serves the University by attracting, organizing, and encouraging
graduates, former students, and friends throughout Mississippi and the world to advance
the University’s mission.

6.      The University and the Association desire to interact and cooperate to serve the
interests of the University.

7.     The Association requires services from the University. The University is willing
and able to provide those services to the Association. This relationship benefits not only
the Association, but the University by facilitating the Association’s achievement of the
Association’s mission to benefit the University.
8.     The University and the Association, by this Agreement, recognize the relationship
between the University and the Association, clarify the respective rights and
responsibilities of the University and the Association, and identify emerging areas of
collaboration.

9.     The University and the Association desire to define the arrangements concerning
services, use of facilities, and activities as set forth in this Agreement.

      In consideration of these recitals and the mutual covenants contained in this
Agreement, the University and the Association agree, as follows:
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        ARTICLE 1. RELATIONSHIP, PERSONNEL AND SERVICES

       The Association may use, with the approval of the University President, such
administrative, professional, and other University employees from time to time as are
needed to carry out the purposes of the Association as agreed by the University.

             ARTICLE 2. THE ASSOCIATION’S OBLIGATIONS

        2.1     The Association agrees to provide an organizational framework for
volunteer service to the University through geographic area alumni groups and special
interest alumni groups. The Association will serve as the most widely accessible medium
for graduates, former students, and friends of the University to maintain relationships
with the University. Nothing in this Agreement shall be construed to give the Association
control of or authority over other affiliates supporting the University and its constituent
units. The Association will work cooperatively and in good faith with these
organizations to promote the interests of the University and its relationship with its
alumni.

         2.2    The Association agrees that it will use its resources for the sole and
express purpose of advancing the University’s mission. The Association further agrees
that it may not amend its Articles of Incorporation or By-Laws during the life of this
Agreement unless the University consents to the proposed amendment.

       2.3     The Association agrees to assist the University in developing and
supporting programs and services, including, but not limited to, administration,
maintenance, and enhancement of the alumni database; operation of homecoming and
reunion programs; maintenance of membership database and programs; participation in
advocacy and other advancement endeavors; maintenance of a career services program;
maintenance of programs serving the University's student population; and participation in
scholarship programs, award recognition programs, student recruitment programs,
maintenance of member discount programs; and special events.

       2.4    At least thirty days before the end of each Fiscal Year (June 30) during
this Agreement, the Association shall submit an annual budget for the forthcoming Fiscal
Year to the University President (or the President’s designee).

       2.5     The Association agrees to provide volunteers to serve the University.

       2.6 The Association must cause to be prepared annual financial statements of
the condition of the Association, which shall include such detail as the IHL Board may
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from time to time require. The Association must also engage a Certified Public
Accounting (CPA) firm to perform annual audits of the Association’s annual financial
statements. The Association shall submit the audited financial statements, along with a
list of Association officers, directors or trustees, not later than five months following the
completion of the Association’s fiscal year, to the University President and to IHL.
However, the annual audited financial statement of the Association may be required for
inclusion in the State of Mississippi’s Comprehensive Annual Financial Report (CAFR).
If the Association will be required to submit annual audited financial statements for
inclusion in the CAFR, as determined by the IHL Board’s Deputy Commissioner of
Finance and Administration and the external auditing firm hired to perform the annual
IHL system audit, the Association must submit annual audited financial statements to the
University President and to the IHL, along with a list of Association officers, directors or
trustees, by October 15 of each year. The IHL Board’s Deputy Commissioner of Finance
and Administration shall notify the Association of the applicability of the October 15
deadline as far in advance of the deadline as possible each year. The CPA firm to be
utilized by the Association must be approved by the IHL Board and all requests for
approval of the CPA firm must be submitted to the IHL Board for approval not later than
three months prior to the end of the Association’s fiscal year for which the audit will be
conducted. Unless approval is specifically granted for multiple years, approval of a firm
by the IHL Board for one year does not constitute approval for other years, and requests
for approval of the CPA firm must be submitted on an annual basis. However, at the
request of the Association, the University President, with the approval of the IHL Board,
may grant a request of the Association to waive the requirement of an annual audit by a
CPA firm on a showing of adequate grounds, such as a showing that the assets of the
Association are so limited as to make the expense of engaging a CPA firm to perform an
audit financially burdensome to the Association and unnecessary. Such a waiver may be
conditioned upon such other review of the financial records of the Association in lieu of
an audit as the University and the IHL may deem feasible. Such a request for a waiver
must be accompanied by (a) the most recent annual audited financial statements of the
Association (if any such statements exist), (b) the financial statements of the most
recently completed fiscal year, (c) a written description of how the Association
anticipates that the year-end financial statements for the current year will differ from the
financial statements as of the end of the most recently completed fiscal year, and (d) a
good faith estimate of the cost of engaging an auditor with respect to the statements. The
granting of any request to waive the requirement of an annual audit by a CPA firm
approved by the IHL is within the sole discretion of the University and the IHL Board.
Any waiver of the audit requirement will apply only for one year, and any request to
waive the requirement for the next year should be submitted as outlined above. The
Association shall contemporaneously submit an annual report to the University and to the
IHL providing a detailed list of supplemental compensation which was submitted to the
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University for the purpose of providing additional compensation to University employees
or paid directly to University employees. This reporting requirement does not apply to
transfers to the University by the Association that are paid directly to the University for
use by the University to compensate University employees if that compensation is
included in the University’s annual budget.

        2.7    The Association may not underwrite, pay, or provide additional
compensation to the University President or any IHL system office employee without the
prior approval of the IHL. Any such request for approval shall be made through the IHL
Commissioner to the IHL. Additionally, the Association may not provide or pay
compensation to any other University employee without prior approval of the University
President, and any such approval shall be reported to the IHL by the Association at the
IHL’s next meeting. This provision does not apply to transfers to the University by the
Association that are paid directly to the University for use by the University to
compensate University employees if that compensation is included in the University’s
annual budget.

        2.8    The Association acknowledges and agrees that the University owns all
copyright, interest in, and right to all trademarks, trade names, logos, and service marks
developed by the University, including any trademarks, trade names, logos, and service
marks historically associated with or used by the Association. The Association may only
use the University’s name, symbols, trademarks, trade names, logos, and service marks
consistent with the University policy, including but not limited to any symbols,
trademarks, trade names, logos, and service marks developed by the University for use by
the Association. Upon termination of this Agreement the Association shall be prohibited
from using the name, symbols, trademarks, trade names, logos, and service marks of the
University.

        2.9    The Association shall enter into an agreement with the Alcorn State
University Foundation, Inc. (the Foundation), to provide for the Foundation’s receipting
and accounting for gifts, membership dues and miscellaneous income designated for the
Association, any current chapters and any chapters formed by the Association after the
date of this Agreement. This agreement between the Foundation and the Association is
necessary to assure that any funds are received and accounted for consistent with the
policies and practices adopted by the Foundation and consistent with the Affiliation
Agreement between the University and the Foundation and to provide for the
Foundation’s management on behalf of the Association of all Association assets.
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        2.10 The Association shall provide the University President reasonable notice
of any regular, annual, or special meetings of the Association (including, but not limited
to, meetings of the governing board, any committee and the membership), and the
University President (or the President’s designee) shall have the right to attend any such
meetings.

       2.11 The University may from time to time make requests of the Association or
seek assistance from the Association in accomplishing the University’s mission, and the
Association agrees that it will use its best efforts to provide such assistance.

        2.12 The Association has the responsibility as an affiliated entity to use its
resources in a responsible and effective manner to further the mission of the University
and to support the University.

       2.13 To assure that the resources and services provided by the University are
expended for the ultimate benefit of the University, as long as this Agreement is in effect,
the Association, working with the University Associate Vice President for Development
and Alumni Affairs, shall provide to the University, not less often than annually, the
following information:

       (i) A report specifying how the University resources and services were used, and
       the benefits (both financial and intangible) to the University arising from that use.

       (ii) A description of proposed activities for the coming year. The description
       shall be developed with input from and the approval of the University’s Director
       of Alumni Relations.

       (iii) The Association’s current financial policies, procedures and controls, if any,
       as set forth in its Articles of Incorporation or By-Laws.

        2.14 The Association agrees to maintain its financial and accounting records, if
any, in accordance with generally accepted accounting principles. The records shall be
maintained separately from those of the University. The University President shall have
the right upon two days’ notice to inspect the books and records of the Association during
normal office hours.

The Association agrees to retain all books, accounts, reports, files and other records of
the Association relating to this Agreement, if any, and make such records available at all
reasonable times for inspection and audit by the University, or their agents, during the
term of and for a period of five years after the completion of this Agreement. Such
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records shall be provided at the University’s Office of Alumni Affairs in Lorman,
Mississippi, or such other location as designated by the University upon reasonable
notice to the Association. To the extent that information is inspected, reviewed or
received by the University President or his/her designees, with respect to the identity of
donors, sponsors, or members who have expressly stated they wish to remain anonymous,
with respect to any information relating to the identification, cultivation and solicitation
of donors, sponsors, or members, with respect to personal, commercial, or proprietary
information relating to a donor or member or his/her family or business, or with respect
to any personal, commercial or proprietary information provided to the Association by
third parties, such information shall be treated as confidential by the University President
and by any designee who may review or acquire such information. The University is
expected to take appropriate safeguards to assure that such information is utilized or
disseminated only in a manner that is appropriate under the circumstances. If upon such
inspection or audit the University determines that University funds or resources have
been expended for purposes inconsistent with this Agreement, the Association, upon
demand by the University, shall reimburse the University for such misused funds, and the
University shall have all rights provided by law, including the right to suspend further
provision of resources under this Agreement and to terminate this Agreement. These
same inspection and information rights are also extended to the IHL or its designee when
authorized to exercise such rights by the IHL acting upon its minutes. However, it is
understood that the appropriate extent of any disclosure or other use of any confidential,
personal, commercial or proprietary information is in the discretion of the IHL, and
further, any such decision to disclose or release any confidential, personal, commercial or
proprietary information or information that would identify any particular donor or
members shall be made by the IHL acting upon its minutes.

        2.15 The University’s Office of Alumni Affairs shall participate in setting goals
for the Association in conjunction with the University’s goals and priorities.

       2.16 The Association shall adopt and maintain a conflict of interest policy that
complies with the requirements of Miss. Code Ann. § 79-11-269 (1972), as amended
from time to time.

         2.17 The Association shall not solicit any gift, donation or grant. With the
approval of the University President, the Association may establish a dues structure for
its membership. The Association shall not enter into any transaction that creates any
liability for the University.

       2.18 No member of the Association can encumber the University’s funds or
otherwise bind the University in any way.
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       2.19    No University assets will be managed by the Association.

       2.20 If the Association should cease to exist, any Association assets donated to
the Association for the benefit of the University must be transferred to the University or
to another non-profit entity designated by the University.

       2.21 The Association will not engage in any fund-raising activities and cannot
apply for Section 501(c)(3) status, or its equivalent, under IRS guidelines without the
express written permission of the University President.

       2.22 The Association may enter its contracts for professional, advisory or other
personal services in carrying out its duties, but any such contracts entered into after the
execution of this Agreement shall not exceed two years.

        2.23 The Association’s By-Laws shall specify, among other things, a process
for selecting or electing members of the governing board that requires the Association to
use best efforts to achieve racial, gender, and generational diversity in composition of the
governing board.

        2.24 The process for nominations for the Association Officers shall be an
inclusive process designed to achieve representation that reflects the membership of the
alumni.
        2.25 The Association must obtain written approval from the University
President and IHL for any formal merger or affiliation between the Association and any
other entity.

        2.26 The Association shall not accept any gift, donation or grant or enter into
any transaction that creates any liability for the University, without advance written
approval of the University President.

       2.27 The Association agrees to manage all funds in its control in a fiscally
sound and prudent manner.
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              ARTICLE 3. THE UNIVERSITY’S OBLIGATIONS
                        AND IN-KIND SUPPORT

        3.1     The University grants the Association a non-exclusive, non-transferable
license to use University trademarks, trade names, service marks, and logos consistent
with University policy, including but not limited to a license to use marks developed by
the University for use by the Association.

       3.2     The University grants the Association an exclusive, transferable license to
use University trademarks, trade names, service marks, and logos historically associated
with the Association or developed by the University or the Association for the
Association=s use.

        3.3    The University agrees to designate the Association as an official affiliated
entity of the University.

       3.4      The University shall provide the Association such other rights, privileges
or benefits as the University President, in the University President’s sole discretion, may
determine will assist the Association in discharging its obligations under this Agreement.

       3.5     The University President shall be an ex-officio non-voting member of the
Association’s governing board and shall be given reasonable notice of any meeting of the
governing board, as required by Section 2.10 of this Agreement.

        3.6     Subject to the availability of funding and the budget process, the
University agrees in good faith to provide the Association with resources suitable in the
University’s judgment for the accomplishment of the Association’s activities for the
University’s benefit, and may include services and supplies, staff support, office space,
and such financial support as agreed upon between the parties from time to time. The
amount and nature of such resources shall be determined annually, on a fiscal year basis,
in connection with the program planning and budget processes of the University and the
Association. No provision in this Agreement shall be construed to give the Association
any legal entitlement to any University funding, personnel or other resources in any
particular fiscal year. All University assets, including personal property, made available
to the Association under the terms of this agreement shall remain the property of the
University unless sold, conveyed or transferred to the Association by way of a separate
written agreement.
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       3.7     The University President will encourage all parts of the University to
collaborate with the Association in implementing the Association’s programs and
services.

        3.8    The University President agrees to inform the Association on a regular
basis of the University’s needs and priorities or, if necessary, as the need arises.

                           ARTICLE 4. COMPLIANCE

        4.1    The Association shall comply with all federal and state laws and
regulations and shall comply with any compliance, financial, accounting, audit, and
regulatory guidelines as may be required by IHL.

        4.2     The provisions of this Agreement shall apply to any and all entities owned
or controlled by the Association, with the exception of a special purpose entity created
for the sole and specific purpose of utilization as a financing vehicle for the private
financing of university auxiliary facilities by a private developer using the alternate dual-
phase design-build privately financed construction method, as specially authorized by
Miss. Code Ann. Section 37-101-41, et seq. (1972), as amended. If the use/purpose of
any such special purpose entity ever changes, the special purpose entity would then be
required to comply with any and all provisions of this Agreement between the University
and the Association, which owns or controls the special purpose entity.

                           ARTICLE 5. INDEMNIFICATION

        The Association agrees to indemnify and hold harmless the University, including
its agents and employees from any and all claims, demands, suits, or liabilities of any
nature, or on account of any of the actions or inactions in or about the licensed premises.
The Association agrees to reimburse the University and its agents and employees for any
expenses incurred by them or as a result of legal action or inaction, including reasonable
attorney fees, provided funds are available for such purpose.

                            ARTICLE 6. REPORTING

       6.1     The Association shall, by December 1 of each year during the life of this
Agreement, submit a detailed annual report of the work and financial condition of the
Association to the President, and any other reports as required by this Agreement, the By-
Laws of the Association, the policies of the University’s governing board or by other
applicable law and shall also submit by the same date any other reports as required by
this Agreement, by the Bylaws of the Association, by IHL policies or by other applicable
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law, including but not limited to any and all reports required by Articles 2.6 and 2.7 of
this Agreement.

       6.2    The Association shall promptly notify the University President of the
University and the IHL, in writing, if any of the following events (“Reportable Events”)
occur:

       1.      The Association has materially breached any of its contractual obligations
               under the Agreement;
       2.      The Association has materially failed to properly receive, apply, manage
               or disburse any funds or has materially failed to properly comply with any
               binding instructions from donors relating to those funds;
       3.      The Association has engaged in any conduct that is prohibited or subject
               to sanction under state or federal law, including any and all requirements
               applicable to tax exempt organizations;
       4.      There has been a failure by the Association or any of its officers and
               directors to comply with any conflict of interest requirements created by
               applicable state or federal law or by the governing documents or
               procedures of the Association;
       5.      Any state or federal regulatory body begins any investigation of any
               matter that may have a significant financial or regulatory effect on the
               Association or upon its status as a tax exempt organization; or
       6.      The Association has contracted with or entered into any business or
               pecuniary relationship with any of its board members, other than a full
               time employee of the Association, or any entity controlled directly or
               indirectly by the board member, which would reasonably be expected to
               provide for payment or benefits to that person exceeding the value of
               $50,000 in any calendar year; The previous sentence creates a duty for the
               Association to report any such transaction but does not suggest or imply
               that all such transactions are either prohibited or permitted.

         6.3     The Association’s President shall submit to the University President and to
the IHL a signed certification statement annually, before January 31 of each year, which
affirmatively states that the Association has examined its donor records and business
transactions occurring during its fiscal year ending within the prior calendar year, and
that to the best of its knowledge, there is no evidence that any Reportable Events
occurred, other than those which have been duly reported to the University President and
the IHL, as required in Article 6.2 above. In this certification the Association’s President
shall re-affirm that, in the event he/she becomes aware of any such Reportable Events,
the Association President will immediately notify, in writing, the University President.
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                ARTICLE 7. TERMINATION AND RENEWAL

       7.1     This Agreement shall have a term of five years, if not renewed by mutual
consent of the parties before that date.

        7.2    The University President may terminate this Agreement without cause
with thirty days written notice to the Association and prior approval of IHL, acting upon
its minutes.

        7.3    The University President may terminate this Agreement for cause without
notice to the Association but with notice to the IHL and prior approval of the IHL, acting
upon its minutes. The Association may not terminate the agreement without the consent
of the University President and the IHL Board.

        7.4     If this Agreement is terminated for any reason, including because the
Agreement has expired without being renewed under Article 7.1, Articles 2.8, 2.14, 2.20,
5, 7, and 8 shall survive the termination.

        7.5     Upon termination and/or non-renewal of this Agreement, (1) the
Association shall cease to use and shall not assign or delegate the authority to use the
University’s name, symbols, trade names, registered marks or logos to any person or
entity without the written approval of the University President, (2) the Association shall
remit any and all unrestricted funds held for the benefit of the University to such entity as
designated in writing by the University President on behalf of the University, (3) the
Association shall work in concert with its members and/or donors, to the extent
practicable and allowed by law, to move any restricted funds held for the benefit of the
University to such entity as designated in writing by the University President on behalf of
the University, (4) the Association shall work in concert with persons or entities with
which it had contractual relations to the extent practical and allowed by law, to assign any
contracts to such entity as designated by University President; and (5) the Association
shall work in concert with the University to provide the University or its designee with
records and materials of the Association necessary to continue the business and/or wind
up the affairs of the Association.

        7.6    The Association agrees to cease using the University’s name, marks,
symbols and logos in the event the Association dissolves, ceases to be a non-profit
corporation, ceases to be recognized as a tax exempt entity under Section 501(c)(3) of the
Internal Revenue Code, or this Agreement is terminated.
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       7.7    The University and the Association desire to work together in an
environment of mutual cooperation and support. In addition, Association Board
Members shall be elected to terms not to exceed two years and no less than one-third of
the Board Members shall be elected in a single year. Although a director may be elected
to more than one term, the approval process and rotation required shall work to maintain
alignment between the Association and the mission of the University.

        7.8     If the University President determines that the cooperation between the
University and the Association is not in place and is, as a result, detrimental to the best
interests of the University, the President shall notify the Commissioner of Higher
Education and the IHL shall attempt to reconcile the parties, including through mediation
if advisable. If the IHL determines and notifies the University President that it is in the
best interest of the University to substitute new members of the Board of Directors of the
Alumni Association, the University President may direct that at the expiration of a
ninety-day period, the terms of office of 100% of the Directors shall be deemed to have
expired. Upon such event, a five-person Commission shall be selected as follows: (1)
one member appointed by the University President, (2) one member appointed by the
IHL, (3) one member appointed by the Board of Directors of the ASU Foundation, and
(4) two members appointed from within and by the group of alumni donors to the
University whose lifetime outright giving to the University, through the ASU Foundation,
exceeds $50,000; however, this donor group may not appoint as a member of the
Commission anyone who at the time of the appointment is serving as (i) a University
employee or (ii) an employee, officer, trustee, or director of any University affiliated
support organization or foundation. The Commission shall then appoint, within the
ninety day period, by majority vote, members to the Board of Directors to replace the
Directors whose terms shall be deemed to have expired. The reconstituted Board of
Directors shall then elect new officers of the Alumni Association.

                ARTICLE 8. MISCELLANEOUS PROVISIONS

       8.1    This Agreement shall be construed, governed, interpreted and applied in
accordance with the laws of the State of Mississippi.

        8.2    The parties agree that the Association is not the agent or employee of the
University and nothing in this Agreement creates an employment or other agency
relationship between the parties.

       8.3      The parties agree that the Association is a private, independent entity and,
as such, is not governed by the IHL. To ensure the independence of the Association, no
IHL employee shall hold a voting position on the Association Board. Senior University
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administrators should only participate on the Association’s Board, if at all, in an ex-
officio, non-voting capacity. The IHL may allow, upon written request by the University,
exceptions to this restriction regarding IHL/University employees.

        8.4     The University and the Association agree that the Association’s donor and
giving records and any other financial or commercial information possessed by the
Association or provided by the Association to the University concerning individuals or
corporations that provide the Association financial support are confidential and
proprietary. Unless required to disclose such information by applicable law and except as
provided otherwise in Article 2.14 of this Agreement with respect to actions by IHL
acting upon its minutes, the University and the Association agree not to disclose to third
parties and to keep confidential the giving records, giving history, and financial or
commercial information of individuals and corporations that provide financial support to
the Association.

        8.5     In the performance of this Agreement, the Association shall not deny
employment opportunities to any person on the basis of race, color, religion, ethnic group
identification, sexual orientation, sex, age, physical or mental disability, medical
condition, or veteran’s status.

        8.6     The parties hereto acknowledge that this Agreement sets forth the entire
Agreement and understanding of the parties hereto as to the subject matter hereof, and
shall not be subject to any change or modification except by the execution of a written
instrument subscribed to by the parties hereto.

       8.7     The provisions of this Agreement are severable, and in the event that any
provisions of this Agreement shall be determined to be invalid or non-enforceable under
any controlling body of the law, such invalidity or non-enforceability shall not in any
way affect the validity or enforceable nature of the remaining provisions hereof.


        8.8.    The failure of either party to assert a right hereunder or to insist upon
compliance with any term or condition of this Agreement shall not constitute a waiver of
that right or excuse a similar subsequent failure to perform any such term or condition by
the other party.

       8.9     The Association’s obligations pursuant to this Agreement shall also
extend, as applicable, to any entity it owns or controls.
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     ALCORN STATE UNIVERSITY                       ALCORN STATE UNIVERSITY
                                                   NATIONAL ALUMNI ASSOCIATION

     By:________________________                   By:______________________________
     Name: Norris Allen Edney                      Name: Percy O. Norwood, Jr.
     Title: Interim President                      Title: National President
     Date: ______________________                  Date: ______________________________

     STAFF RECOMMENDATION:                 Board staff recommends approval of this item.

6.   ASU - APPROVAL OF PROPOSED AFFILIATION AGREEMENT BETWEEN
     ALCORN STATE UNIVERSITY AND THE ALCORN STATE UNIVERSITY
     NATIONAL ALUMNI ASSOCIATION FOUNDATION, INC.

     Alcorn State University (ASU) requests Board approval of the below proposed affiliation
     agreement between ASU and the ASU National Alumni Association Foundation, Inc.
     The proposed agreement meets the requirements of Board Policy 301.0806
     Foundation/Affiliated Entity Activities.

     This Agreement is made and entered into effective this 1st day of December, 2010
     (the effective date) by and between Alcorn State University, a state institution of higher
     learning, organized and existing under the laws of the State of Mississippi (the
     “University”), and The Alcorn State University National Alumni Association Foundation, a
     not-for-profit corporation duly chartered pursuant to the laws of the State of Mississippi (the
     “National Alumni Association Foundation”). This Agreement is designed to govern the
     relationship between the University and the National Alumni Association Foundation by
     setting forth the terms and conditions under which the University will provide certain
     support and services for the National Alumni Association Foundation and the National
     Alumni Association Foundation will provide certain support and services for and on behalf
     of the University.
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                                     PREAMBLE

WHEREAS, the National Alumni Association Foundation has been established as a not-for-
profit, educational and charitable organization under Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended, for the purposes outlined in its Charter of Incorporation
dated August 10, 2004;

WHEREAS, the University has the authority and right to enter into agreements with
affiliated 501(c) (3) not-for-profit organizations, subject to the Institutions of Higher
Learning Board of Trustees (the “Board” or “IHL”) Policy 301.0806 (the “Policy”);

WHEREAS, the Board Policy acknowledges that the independent nature of the National
Alumni Association Foundation provides flexibility to the University in fiscal management
and responsiveness;

WHEREAS, the National Alumni Association Foundation has the responsibility under its
mission statement and as a not-for-profit corporation to use its resources in a responsible and
effective manner to operate exclusively for the benefit of the University and its students,
alumni, faculty and staff to promote, encourage and assist all forms of educational,
scientific, literary, research and service activities provided by the University, all for the
public welfare as outlined in its Charter of Incorporation;

WHEREAS, the University has an active development program and wishes to utilize
enhanced computer capabilities and assistance in the identification, solicitation and
stewardship of donors (current or prospective), acknowledgment and accounting of
contributions and maintenance of donor biographical, financial and contribution records, all
of which the University believes the National Alumni Association Foundation can provide;

WHEREAS, the University and the National Alumni Association Foundation anticipate that
the National Alumni Association Foundation, as the primary entity for receiving
philanthropic support designated for the benefit of the University, will provide the
University with specified services in carrying out its mission, and the University will
provide the National Alumni Association Foundation facilities in carrying out its mission;

WHEREAS, the University and the National Alumni Association Foundation desire to
define the arrangement concerning services, facilities, premises and activities in support of
each other as set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained
herein and for good and valuable consideration, the adequacy of which is hereby
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acknowledged, the University and the National Alumni Association Foundation do hereby
agree as follows:

            ARTICLE 1. UNIVERSITY OBLIGATIONS AND SERVICES

       1.1     The National Alumni Association Foundation may utilize, with the
approval of the University, which approval shall not be unreasonably withheld, such
University administrative, professional and other employees from time to time as are
needed to carry out the mission and purposes of the National Alumni Association
Foundation.

        1.2      The National Alumni Association Foundation and the University agree
that the portion of the cost incurred by utilizing University employees for National
Alumni Association Foundation operational activities will be reviewed annually.

        1.3    The University shall provide office space, utilities and other support for
the National Alumni Association Foundation as needed and appropriate for work on-site
within the University, adequate for the performance of the services required hereunder.

       1.4     The University shall provide support services to the National Alumni
Association Foundation of the type provided to University departments including printing
and publication services, motor pool and, to the extent permitted by law, use of the
University mail system and protection of the University Police Department.

         1.5    The University shall provide National Alumni Association Foundation
employees staff identification cards, parking privileges, admittance to university events,
health services benefits and access to the University’s library and to its recreation and
fitness programs, at the same rates and under the same terms as those benefits and
facilities are made available to University administrators and other employees.

        1.6    The University designates the National Alumni Association Foundation as
the primary entity for receipting, acknowledging, accounting for, managing and investing
its endowment funds, as well as for researching, identifying and maintaining biographical
and giving records of potential and actual donors.

        1.7     The President of the University shall serve ex officio as a non-voting
member of the National Alumni Association Foundation’s Board of Directors. No other
University employee or other persons directly or indirectly employed by the IHL shall
serve as a voting member of the National Alumni Association Foundation’s Board of
Directors.
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        1.8     Annually, the President of the University shall certify to the National
Alumni Association Foundation a list of University employees who are authorized to
request disbursements from the National Alumni Association Foundation. Requests by a
duly certified University employee shall constitute a representation or certification by the
University employee that the disbursement being requested has been approved in accord
with established University procedures. The National Alumni Association Foundation
shall be relieved of any liability arising from a disbursement made pursuant to the
provisions of this Section of the Agreement.

        1.9     The President of the University shall submit a request to the National
Alumni Association Foundation for utilization of unrestricted gifts received by the
National Alumni Association Foundation in the following fiscal year. The National
Alumni Association Foundation shall, consistent with the goals and priorities established
by the University, consider the University’s request and may allocate unrestricted gifts
accordingly to the extent funds are available. In addition to unrestricted funds, the
University President and/or the Vice President for Institutional Advancement shall
routinely update key National Alumni Association Foundation personnel on the
University initiatives involving private support to ensure that National Alumni
Association Foundation and University personnel are informed of fund raising needs and
objectives.

        1.10 The University’s name and registered marks and logos have great
economic and public relations value to the University, its faculty, staff, alumni and
students. The National Alumni Association Foundation shall not assign or delegate the
authority to use University’s name or registered marks or logos to any person or entity
without the written approval of the President of the University. To assist the National
Alumni Association Foundation in discharging its obligations under this Agreement and
in soliciting, developing and generating private and corporate support for the University,
the University grants the National Alumni Association Foundation the following rights:

                1.10 (a)       A non-exclusive, non-transferable license to use University
trademarks, service marks and logos consistent with University policy, including but not
limited to a license to use marks developed by the University for use by the National
Alumni Association Foundation.
                1.10 (b)       An exclusive, transferable license to use University
trademarks, service marks and trade names historically associated with the National
Alumni Association Foundation.
                1.10 (c)       The designation of the National Alumni Association
Foundation as a University affiliated entity.
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                1.10 (d)        Such other rights, privileges or benefits as the University
President, in his/her sole discretion, may determine will assist the National Alumni
Association Foundation in discharging its obligations under this Agreement.

              ARTICLE 2. NATIONAL ALUMNI ASSOCIATION
                     FOUNDATION OBLIGATIONS

        2.1    The National Alumni Association Foundation’s primary purpose is to
provide support to the University in accord with the provisions of its Charter of
Incorporation and By-laws, which support includes, but is not limited to, serving as the
entity researching, raising, receiving, acknowledging, investing, accounting for and
administering funds for the University to use for its educational, research and service
missions.

        2.2     The National Alumni Association Foundation, acting through its Board of
Directors and staff, shall assist the University’s Office of Development in its fund-raising
activities and development programs with individuals, corporations, National Alumni
Association Foundations, and other external organizations.

        2.3     The National Alumni Association Foundation, acting through its Board of
Directors and staff, shall solicit, accept and transfer funds for the purchase of University
equipment and supplies; for the construction, renovation and/or improvement of the
University’s physical facilities; for the support of faculty, staff and student travel and
research; for the support of faculty professorships, lectureships and endowed chairs; for
the support of student scholarships; and for the support of other educational, research,
cultural, scientific, public service and charitable programs and activities. When soliciting
funds on behalf of the University, the National Alumni Association Foundation agrees to
accept only those gifts that are consistent with the University’s missions, goals and
obligations.

        2.4     The National Alumni Association Foundation shall receipt, acknowledge
and express appreciation for all contributions of donors made on behalf of the University
or of the National Alumni Association Foundation, and shall keep accurate and current
records of all such contributions made directly to the University or to the National
Alumni Association Foundation. Assets of the National Alumni Association Foundation
shall be maintained pursuant to the Uniform Management of Institutional Funds Act
(UMIFA) or Uniform Prudent Management of Institutional Funds Act (UPMIFA) as
promulgated by the State of Mississippi. The University shall have rights of inspection
of National Alumni Association Foundation records. Such rights shall be afforded to the
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IHL, if so desired. The National Alumni Association Foundation must manage all funds
in its control in a fiscally sound and prudent manner.

       2.5     The National Alumni Association Foundation may enter into contracts for
professional, advisory or other personal services in carrying out its duties, but any such
contracts entered into after the execution of this Agreement shall not exceed 2 years.

         2.6    The National Alumni Association Foundation shall maintain its separate
financial and accounting records in accordance with generally accepted accounting
principles applicable for its industry. The National Alumni Association Foundation must
cause to be prepared annual financial statements of the condition of the National Alumni
Association Foundation, which shall include such detail as the IHL Board may from time
to time require; The National Alumni Association Foundation must also engage a
Certified Public Accounting (CPA) firm to perform annual audits of the National Alumni
Association Foundation’s annual financial statements; The National Alumni Association
Foundation shall submit the audited financial statements, along with a list of National
Alumni Association Foundation officers, directors or trustees, not later than five months
following the completion of the National Alumni Association Foundation’s fiscal year, to
the affiliated university’s IEO and to IHL; However, the annual audited financial
statements of some of the National Alumni Association Foundation will be required for
inclusion in the State of Mississippi’s Comprehensive Annual Financial Report (CAFR);
Those Entities which will be required to submit annual audited financial statements for
inclusion in the CAFR, as determined by the IHL Board’s Deputy Commissioner of
Finance and Administration and the external auditing firm hired to perform the annual
IHL system audit, must submit annual audited financial statements to the affiliated
university’s IEO and to the IHL, along with a list of National Alumni Association
Foundation officers, directors or trustees, by October 15 of each year; The IHL Board’s
Deputy Commissioner of Finance and Administration shall notify each such National
Alumni Association Foundation of the applicability of the October 15 deadline to such
National Alumni Association Foundation as far in advance of the deadline as possible
each year; The CPA firm to be utilized by the National Alumni Association Foundation
must be approved by the IHL Board and all requests for approval of the CPA firm must
be submitted to the IHL Board for approval not later than three months prior to the end of
the National Alumni Association Foundation’s fiscal year for which the audit will be
conducted; Unless approval is specifically granted for multiple years, approval of a firm
by the IHL Board for one year does not constitute approval for other years, and requests
for approval of the CPA firm must be submitted on an annual basis; However, at the
request of the National Alumni Association Foundation, the IEO of a university , with the
approval of the IHL Board, may grant a request of the National Alumni Association
Foundation to waive the requirement of an annual audit by a CPA firm on a showing of
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adequate grounds, such as a showing that the assets of the National Alumni Association
Foundation are so limited as to make the expense of engaging a CPA firm to perform an
audit financially burdensome to the National Alumni Association Foundation and
unnecessary; Such a waiver may be conditioned upon such other review of the financial
records of the National Alumni Association Foundation in lieu of an audit as the
University and the IHL may deem feasible; Such a request for a waiver must be
accompanied by (a) the most recent annual audited financial statements of the National
Alumni Association Foundation (if any such statements exist), (b) the financial
statements of the most recently completed fiscal year, (c) a written description of how the
National Alumni Association Foundation anticipates that the year-end financial
statements for the current year will differ from the financial statements as of the end of
the most recently completed fiscal year, and (d) a good faith estimate of the cost of
engaging an auditor with respect to the statements; The granting of any request to waive
the requirement of an annual audit by a CPA firm approved by the IHL is within the sole
discretion of the University and the IHL Board; Any waiver of the audit requirement will
apply only for one year, and any request to waive the requirement for the next year
should be submitted as outlined above.

        2.7     The National Alumni Association Foundation acknowledges and agrees
that the University owns all copyright, interest in and right to all trademarks, trade names,
logos and service marks developed by the University for use by the National Alumni
Association Foundation, including all such trademarks, service marks and trade names
historically associated with the National Alumni Association Foundation.

        2.8     The National Alumni Association Foundation shall maintain a conflict-of-
interest policy that complies with all requirements of Miss. Code Ann. §79-11-269
(1972), as amended from time to time.

        2.9     All gifts received by the National Alumni Association Foundation shall be
receipted and deposited in a timely manner in accordance with the directive of the donor.
All gifts received by the University shall be immediately forwarded to the National
Alumni Association Foundation for acknowledgment to ensure proper receipting and
recording of all gifts. Gifts made to the University shall be accounted for and ownership
maintained by the University; gifts made to the National Alumni Association Foundation
shall be accounted for and ownership maintained by the National Alumni Association
Foundation, However, checks made payable to the University will be transferred to the
National Alumni Association Foundation if a gift agreement, pledge, or expectancy exists
between the donor and the National Alumni Association Foundation. If a check is made
payable to the University and no gift agreement, pledge, or expectancy exists between the
National Alumni Association Foundation and the donor, the donor will be contacted to
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clarify his/her intent. It will be explained that, in most situations, it is the University’s
desire to have funds held within the National Alumni Association Foundation. The intent
of the donor will then control the delivery and ownership of the funds. If a situation
exists where the National Alumni Association Foundation has deposited a gift directly
intended solely for the University, the National Alumni Association Foundation shall
immediately deposit into the appropriate University account funds designated for such
account.

        2.10 The National Alumni Association Foundation shall perform any and all
other acts and activities on behalf of the University, as the National Alumni Association
Foundation deems appropriate, in carrying out the purposes and mission of the
University, so long as consistent with the governing documents of the National Alumni
Association Foundation. In order to perform duties herein this agreement, the National
Alumni Association Foundation may use a percentage of the annual restricted funds,
assess fees for services, or impose charges against managed funds to support its
operations. The National Alumni Association Foundation will inform the University of
the implementation of, or changes to, any assessment of fees.

       2.11 The President of the National Alumni Association Foundation shall
promptly notify the President of the University and the IHL, in writing, if any of the
following events (“Reportable Events”) occur:

       1.      The National Alumni Association Foundation has materially breached any
               of its contractual obligations under the Agreement;
       2.      The National Alumni Association Foundation has materially failed to
               properly receive, apply, manage or disburse any funds or has materially
               failed to properly comply with any binding instructions from donors
               relating to those funds;
       3.      The National Alumni Association Foundation has engaged in any conduct
               that is prohibited or subject to sanction under state or federal law,
               including any and all requirements applicable to tax exempt organizations;
       4.      There has been a failure by the National Alumni Association Foundation
               or any of its officers and directors to comply with any conflict of interest
               requirements created by applicable state or federal law or by the governing
               documents or procedures of the National Alumni Association Foundation;
       5.      Any state or federal regulatory body begins any investigation of any
               matter that may have a significant financial or regulatory effect on the
               National Alumni Association Foundation or upon its status as a tax
               exempt organization; or
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       6.      The National Alumni Association Foundation has contracted with or
               entered into any business or pecuniary relationship with any of its board
               members, other than a full time employee of the National Alumni
               Association Foundation, or any National Alumni Association Foundation
               controlled directly or indirectly by the board member, which would
               reasonably be expected to provide for payment or benefits to that person
               exceeding the value of $50,000 in any calendar year; The previous
               sentence creates a duty for the National Alumni Association Foundation to
               report any such transaction but does not suggest or imply that all such
               transactions are either prohibited or permitted.

        2.12 If requested by the University, the National Alumni Association
Foundation shall provide any and all information and shall allow inspection of all
records relating to the operation or management of the National Alumni Association
Foundation or any funds contributed to, received by, expended by or managed by the
National Alumni Association Foundation. To the extent that information is inspected,
reviewed or received by the President of the University or his/her designees with respect
to the identity of donors who have expressly stated they wish to remain anonymous, or
with respect to any information relating to the identification, cultivation and solicitation
of donors, or with respect to personal, commercial or proprietary information relating to a
donor or his/her family or business, such information shall be treated as confidential by
the University President and any designee who may acquire such information. The
University is expected to take appropriate safeguards to assure that such information is
utilized or disseminated only in a manner that is appropriate under the circumstances.
Such inspection rights are also extended to the IHL acting upon its minutes,
however, it is understood that the appropriate extent of any disclosure or other use of
the information is in the discretion of the IHL and, further, any decision to release
any personal, commercial or proprietary information or to release any information
that would identify any particular donor shall be made by the IHL acting upon its
minutes.
                            ARTICLE 3. COMPLIANCE

        3.1     The National Alumni Association Foundation shall comply with any and
all federal and state laws and regulations and shall comply with any compliance and
regulatory guidelines as may be required by the Board.

         3.2     The provisions of the affiliation agreement shall apply to any and all
entities owned or controlled by the National Alumni Association Foundation, with the
exception of a special purpose entity created for the sole and specific purpose of
utilization as a financing vehicle for the private financing of university auxiliary facilities
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by a private developer using the alternate dual-phase design-build privately financed
construction method, as specially authorized by Miss. Code Ann. Section 37-101-41, et
seq. (1972), as amended. If the use/purpose of any such special purpose entity ever
changes, the special entity would then be required to comply with any and all provisions
of the affiliation agreement between the university and any Entity which owns or controls
the special purpose entity.

                           ARTICLE 4. INSURANCE

        4.1     The National Alumni Association Foundation shall maintain insurance
coverage as deemed appropriate by the National Alumni Association Foundation’s Board
of Directors, including the bonding of its officers and employees and shall maintain
Directors and Officers liability insurance on members of its Board of Directors and
officers, while performing as such.

                           ARTICLE 5. REPORTING

        5.1    As set forth in Section 2.6 of this Agreement, the National Alumni
Association Foundation shall, by December 1 of each year during this Agreement, submit
to the University’ chief financial officer and to the IHL its annual audited financial
statements for the prior fiscal year. Such submission shall also include a list of National
Alumni Association Foundation officers, directors or trustees. The National Alumni
Association Foundation shall submit an annual report providing a detailed list of any
supplemental compensation which was provided to the University for the purpose of
providing any additional compensation to administrators, faculty or other University
employees, it being agreed that any such payments shall only be made through the
University’s payroll system and with University President’s approval. Understanding
that no form of additional compensation may be underwritten for the University President
or for any IHL system office employee without IHL approval, the National Alumni
Association Foundation shall also provide documentation of approval from the IHL of
any supplemental compensation provided to the University President or provided to the
University for purposes of supplementing the President’s salary.

       5.2     In order to facilitate transparency, the National Alumni Association
Foundation shall also maintain on its website, for public and University inspection, a
copy of this Agreement along with its annual report and other documents related to the
National Alumni Association Foundation’s mission and operations.
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        5.3      The President of the National Alumni Association Foundation shall submit
to the President of the University and the IHL a signed certification statement annually,
before January 31 of each year, which affirmatively states that the National Alumni
Association Foundation has examined its donor records and business transactions
occurring during its fiscal year ending within the prior calendar year, and that to the best
of its knowledge, there is no evidence that any Reportable Events occurred, other than
those which have been duly reported to the President of the University and the IHL, as
required above. The President of the National Alumni Association Foundation shall re-
affirm that, in the event he/she becomes aware of any such Reportable Events, the
President of the National Alumni Association Foundation will immediately notify, in
writing, the President of the University.

                ARTICLE 6. TERMINATION AND RENEWAL

       6.1    This Agreements shall expire on December 31, 2015, if not renewed by
mutual consent of the parties before that date.

        6.2     The University President may terminate this Agreement without cause
with thirty (30) days written notice to the National Alumni Association Foundation and
with the prior approval of the IHL, acting upon its minutes.

        6.3    The University President may terminate this Agreement for cause, without
notice to the National Alumni Association Foundation but with notice to the IHL and
prior approval of the IHL, acting upon its minutes. The National Alumni Association
Foundation may not terminate the agreement without the consent of the IEO and the IHL
Board.

        6.4     Upon termination and non-renewal of this Agreement, (1) the National
Alumni Association Foundation shall cease to use and shall not assign or delegate the
authority to use the University’s name or registered marks or logos to any person or
entity without the written approval of the University President, (2) the National Alumni
Association Foundation shall remit any and all unrestricted funds held for the benefit of
the University to such entity as designated in writing by the University President on
behalf of the University, (3) the National Alumni Association Foundation shall work in
concert with its donors, to the extent practicable and allowed by law, to move any
restricted funds held for the benefit of the University to such entity as designated in
writing by the University President on behalf of the University, (4) the National Alumni
Association Foundation shall work in concert with persons or entities with which it had
contractual relations to the extent practical and allowed by law, to assign any contracts to
such entity as designated by the University President; and (5) the National Alumni
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Association Foundation shall work in concert with the University to provide the
University or its designee with records and materials of the National Alumni Association
Foundation as are necessary to continue the business and/or wind up the affairs of the
National Alumni Association Foundation.

        6.5    The National Alumni Association Foundation agrees to cease using
University’s name, marks, and logos in the event that the National Alumni Association
Foundation dissolves, ceases to be a non-profit corporation or ceases to be recognized by
the Internal Revenue Service as a tax exempt entity under Section 501(c)(3) of the
Internal Revenue code.

         6.6    The University and the National Alumni Association Foundation have a
long history of mutual cooperation and support. To further this relationship, the
University President will approve nominations to the National Alumni Association
Foundation’s Board of Directors. In addition, National Alumni Association Foundation
Board Members shall be elected to terms not to exceed three years and no less than one-
third of the Board Members shall be elected in a single year. Although a director may be
elected to more than one term, the approval process and rotation required shall work to
maintain alignment between the National Alumni Association Foundation and the
mission of the University. If the University President determines that the cooperation
between the University and the National Alumni Association Foundation is not in place
and is, as a result, detrimental to the best interests of the University, the President shall
notify the Commissioner of Higher Education. The IHL shall attempt to reconcile the
parties, including mediation if advisable. If, however, the IHL determines and notifies
the University President that it is in the best interests of the University to substitute new
members of the Board of Directors of the National Alumni Association Foundation, the
University President may direct that, at the expiration of a ninety-day period, the terms of
office of 100% of the Directors shall be deemed to have expired. Upon such event, a
five- person Commission shall be selected as follows: (1) one member appointed by the
University President, (2) one member appointed by the IHL, (3) one member appointed
by the Board of Directors of the Alcorn State University Alumni Association, and (4) two
members appointed from within and by the group of donors to the University whose
lifetime outright giving to the University, through the ASU National Alumni Association
Foundation, exceeds $50,000; however, this donor group may not appoint as a member of
the Commission anyone who at the time of the appointment is serving as (i) a University
or IHL employee or (ii) an employee, officer, trustee, or director of any University
affiliated support organization or National Alumni Association Foundation. The
Commission shall then appoint, within the ninety-day period, by majority vote, members
to the Board of Directors to replace the Directors whose terms shall be deemed to have
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expired. The reconstituted Board of Directors shall then elect new officers of the
National Alumni Association Foundation.

       6.7    In the unlikely event that the Commission, as described in 6.6 above, shall
appoint a new Board of Directors for the National Alumni Association Foundation, it is
expressly understood that any, or all, of the previous National Alumni Association
Foundation board members may be reelected by this Commission to serve.

                ARTICLE 7. MISCELLANEOUS PROVISIONS

       7.1    This Agreement shall be construed, governed, interpreted and applied in
accordance with the laws of the State of Mississippi.

       7.2    The parties agree that the National Alumni Association Foundation is not
an agent or employee of the University, and nothing in this Agreement creates an
employment or other agency relationship between the parties.

        7.3    Neither the University nor the National Alumni Association Foundation
shall have any liability for the obligations, acts, or omissions of the other party.

        7.4    The parties agree that the National Alumni Association Foundation is a
private, independent entity and, as such, is not governed by the IHL, but rather has its
own governing Board of Directors. Accordingly, to the extent permitted by the laws of
the State of Mississippi applicable to a public institution of higher learning, each party to
this Agreement shall be responsible for its own obligations, acts or omissions.

        7.5     The University and National Alumni Association Foundation agree that
the National Alumni Association Foundation’s donor and giving records and any other
financial or commercial information possessed by the National Alumni Association
Foundation or provided by the National Alumni Association Foundation to the University
concerning individuals or corporations that provide National Alumni Association
Foundation financial support are confidential and proprietary. Except for the provisions
of Section 2.12 above, unless required to disclose such information by applicable law, the
University and National Alumni Association Foundation agree not to disclose to third
parties and to keep confidential the giving records, giving history and financial or
commercial information of individuals and corporations that provide financial support to
the National Alumni Association Foundation.
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        7.6     In the performance of this Agreement, the National Alumni Association
Foundation shall not deny employment opportunities to any person on the basis of race,
color, religion, ethnic group identification, sex, age, physical or mental disability,
medical condition, or veteran’s status. The National Alumni Association Foundation
agrees to comply with all non-discriminatory laws and policies that the University
promulgates and to which the University is subject.

        7.7     The parties hereto acknowledge that this Agreement sets forth the entire
agreement and understanding of the parties hereto as to the subject matter hereof, and
shall not be subject to any change or modification except by the execution of a written
instrument subscribed to by the parties hereto.

       7.8     The provisions of this Agreement are severable, and in the event that any
provisions of the Agreement shall be determined to be invalid or non-enforceable under
any controlling body of the law, such invalidity or non-enforceability shall not in any
way affect the validity or enforceable nature of the remaining provisions hereof.

        7.9     The failure of either party to assert a right hereunder or to insist upon
compliance with any term or condition of the Agreement shall not constitute a waiver of
that right or excuse a similar subsequent failure to perform any such term or condition by
the other party.

       7.10 This Agreement shall not be assigned or otherwise transferred by either
party without the prior written consent of the other, which consent shall not be
unreasonably withheld.

       7.11 The National Alumni Association Foundation’s obligations pursuant to
this Agreement shall also extend, as applicable, to any entity it owns or controls.

                              ARTICLE 8. NOTICE

         8.1      Any notice to either party hereunder shall be in writing signed by the party
given it, and shall be deemed given when mailed postage prepaid by U.S. Postal Service
first class, certified or overnight mail, or when sent by Federal Express or a comparable
service, or hand-delivered, when addressed as follows:
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To the University:            To the National Alumni Association Foundation:

Norris Allen Edney            John E. Walls, Sr., PhD.
Interim President             Chair, Board of Directors
Alcorn State University       ASU National Alumni Association
1000 ASU Drive #359           Foundation
Alcorn State, MS 39096        114 Colonial Drive
Vicksburg, MS 39

or to such other addressee as may be hereafter designated by written notice.

       IN WITNESS WHEREOF, the University and the National Alumni Association
Foundation, acting through the President of the University and the Chair of the Board of
Directors of the National Alumni Association Foundation, respectively, execute this
Agreement on ____ day of __________ to be effective on December 1, 2010.

ALCORN STATE UNIVERSITY              ALCORN STATE UNIVERSITY NATIONAL
                                     ALUMNI ASSOCIATION FOUNDATION

By: ________________________ By: _______________________________
Norris Allen Edney, Interim President John E. Walls, Sr., Chair, Board of
                                      Directors


                             ACKNOWLEDGMENT


State of Mississippi
County of Claiborne

        Personally appeared before me, the undersigned authority in and for the
jurisdiction aforesaid, Norris Allen Edney, known by me to be the Interim President of
Alcorn State University, who executed the aforesaid Agreement, on this the ______ day
of ___________________, 2010, on behalf of Alcorn State University being duly
authorized so to do.

                                             _______________________________
                                             Notary Public
My Commission Expires:
____________________
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                                 ACKNOWLEDGMENT

     State of Mississippi
     County of Warren

             Personally appeared before me, the undersigned authority in and for the
     jurisdiction aforesaid, the within named John E. Walls, Sr., known by me to be the Chair
     of the Alcorn State University National Alumni Association Foundation, who executed
     the aforesaid Agreement on this the ________ day of __________________, 2010, for
     and on behalf of The Alcorn State University National Alumni Association Foundation,
     being duly authorized so to do.
                                           _________________________________
                                           Notary Public

     My Commission Expires:
     ________________________

     STAFF RECOMMENDATION:                Board staff recommends approval of this item.

7.   ASU - APPROVAL OF PROPOSED AFFILIATION AGREEMENT BETWEEN
     ALCORN STATE UNIVERSITY AND THE ALCORN STATE UNIVERSITY
     FOUNDATION

     Alcorn State University (ASU) requests Board approval of the below proposed affiliation
     agreement between ASU and the ASU Foundation. The proposed agreement meets the
     requirements of Board Policy 301.0806 Foundation/Affiliated Entity Activities.

     This Agreement is made and entered into effective this 1st day of December, 2010
     (the effective date) by and between Alcorn State University, a state institution of higher
     learning, organized and existing under the laws of the State of Mississippi (the
     “University”), and The Alcorn State University Foundation, a not-for-profit corporation duly
     chartered pursuant to the laws of the State of Mississippi (the “Foundation”). This
     Agreement is designed to govern the relationship between the University and the Foundation
     by setting forth the terms and conditions under which the University will provide certain
     support and services for the Foundation and the Foundation will provide certain support and
     services for and on behalf of the University.
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                                     PREAMBLE

WHEREAS, the Foundation has been established as a not-for-profit, educational and
charitable organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended, for the purposes outlined in its Charter of Incorporation dated August 16, 1973;

WHEREAS, the University has the authority and right to enter into agreements with
affiliated 501(c) (3) not-for-profit organizations, subject to the Institutions of Higher
Learning Board of Trustees (the “Board” or “IHL”) Policy 301.0806 (the “Policy”);

WHEREAS, the Board Policy acknowledges that the independent nature of the Foundation
provides flexibility to the University in fiscal management and responsiveness;

WHEREAS, the Foundation has the responsibility under its mission statement and as a not-
for-profit corporation to use its resources in a responsible and effective manner to operate
exclusively for the benefit of the University and its students, alumni, faculty and staff to
promote, encourage and assist all forms of educational, scientific, literary, research and
service activities provided by the University, all for the public welfare as outlined in its
Charter of Incorporation;

WHEREAS, the University has an active development program and wishes to utilize
enhanced computer capabilities and assistance in the identification, solicitation and
stewardship of donors (current or prospective), acknowledgment and accounting of
contributions and maintenance of donor biographical, financial and contribution records, all
of which the University believes the Foundation can provide;

WHEREAS, the University and the Foundation anticipate that the Foundation, as the
primary entity for receiving philanthropic support designated for the benefit of the
University, will provide the University with specified services in carrying out its mission,
and the University will provide the Foundation facilities in carrying out its mission;

WHEREAS, the University and the Foundation desire to define the arrangement concerning
services, facilities, premises and activities in support of each other as set forth in this
Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained
herein and for good and valuable consideration, the adequacy of which is hereby
acknowledged, the University and the Foundation do hereby agree as follows:
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            ARTICLE 1. UNIVERSITY OBLIGATIONS AND SERVICES

       1.1     The Foundation may utilize, with the approval of the University, which
approval shall not be unreasonably withheld, such University administrative, professional
and other employees from time to time as are needed to carry out the mission and
purposes of the Foundation.

       1.2       The Foundation and the University agree that the portion of the cost
incurred by utilizing University employees for Foundation operational activities will be
reviewed annually.

       1.3      The University shall provide office space, utilities and other support for
the Foundation as needed and appropriate for work on-site within the University,
adequate for the performance of the services required hereunder.

        1.4     The University shall provide support services to the Foundation of the
type provided to University departments including printing and publication services,
motor pool and, to the extent permitted by law, use of the University mail system and
protection of the University Police Department.

        1.5    The University shall provide Foundation employees staff identification
cards, parking privileges, admittance to university events, health services benefits and
access to the University’s library and to its recreation and fitness programs, at the same
rates and under the same terms as those benefits and facilities are made available to
University administrators and other employees.

        1.6     The University designates the Foundation as the primary entity for
receipting, acknowledging, accounting for, managing and investing its endowment funds,
as well as for researching, identifying and maintaining biographical and giving records of
potential and actual donors.

       1.7     The President of the University shall serve ex officio as a non-voting
member of the Foundation’s Board of Directors. No other University employee or other
persons directly or indirectly employed by the IHL shall serve as a voting member of the
Foundation’s Board of Directors.

         1.8    Annually, the President of the University shall certify to the Foundation a
list of University employees who are authorized to request disbursements from the
Foundation. Requests by a duly certified University employee shall constitute a
representation or certification by the University employee that the disbursement being
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requested has been approved in accord with established University procedures. The
Foundation shall be relieved of any liability arising from a disbursement made pursuant
to the provisions of this Section of the Agreement.

         1.9     The President of the University shall submit a request to the Foundation
for utilization of unrestricted gifts received by the Foundation in the following fiscal year.
The Foundation shall, consistent with the goals and priorities established by the
University, consider the University’s request and may allocate unrestricted gifts
accordingly to the extent funds are available. In addition to unrestricted funds, the
University President and/or the Vice President for Institutional Advancement shall
routinely update key Foundation personnel on the University initiatives involving private
support to ensure that Foundation and University personnel are informed of fund raising
needs and objectives.

       1.10 The University’s name and registered marks and logos have great
economic and public relations value to the University, its faculty, staff, alumni and
students. The Foundation shall not assign or delegate the authority to use University’s
name or registered marks or logos to any person or entity without the written approval of
the President of the University. To assist the Foundation in discharging its obligations
under this Agreement and in soliciting, developing and generating private and corporate
support for the University, the University grants the Foundation the following rights:

               1.10 (a)        A non-exclusive, non-transferable license to use University
       trademarks, service marks and logos consistent with University policy, including
       but not limited to a license to use marks developed by the University for use by
       the Foundation.
               1.10 (b)        An exclusive, transferable license to use University
       trademarks, service marks and trade names historically associated with the
       Foundation.
               1.10 (c)        The designation of the Foundation as a University affiliated
       entity.
               1.10 (d)        Such other rights, privileges or benefits as the University
       President, in his/her sole discretion, may determine will assist the Foundation in
       discharging its obligations under this Agreement.
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                   ARTICLE 2. FOUNDATION OBLIGATIONS

        2.1     The Foundation’s primary purpose is to provide support to the University
in accord with the provisions of its Charter of Incorporation and By-laws, which support
includes, but is not limited to, serving as the entity researching, raising, receiving,
acknowledging, investing, accounting for and administering funds for the University to
use for its educational, research and service missions.

         2.2   The Foundation, acting through its Board of Directors and staff, shall
assist the University’s Office of Development in its fund-raising activities and
development programs with individuals, corporations, foundations, and other external
organizations.

         2.3      The Foundation, acting through its Board of Directors and staff, shall
solicit, accept and transfer funds for the purchase of University equipment and supplies;
for the construction, renovation and/or improvement of the University’s physical
facilities; for the support of faculty, staff and student travel and research; for the support
of faculty professorships, lectureships and endowed chairs; for the support of student
scholarships; and for the support of other educational, research, cultural, scientific, public
service and charitable programs and activities. When soliciting funds on behalf of the
University, the Foundation agrees to accept only those gifts that are consistent with the
University’s missions, goals and obligations.

         2.4     The Foundation shall receipt, acknowledge and express appreciation for
all contributions of donors made on behalf of the University or of the Foundation, and
shall keep accurate and current records of all such contributions made directly to the
University or to the Foundation. Assets of the Foundation shall be maintained pursuant
to the Uniform Management of Institutional Funds Act (UMIFA) or Uniform Prudent
Management of Institutional Funds Act (UPMIFA) as promulgated by the State of
Mississippi. The University shall have rights of inspection of Foundation records. Such
rights shall be afforded to the IHL, if so desired. The Foundation must manage all funds
in its control in a fiscally sound and prudent manner.

       2.5     The Foundation may enter into contracts for professional, advisory or
other personal services in carrying out its duties, but any such contracts entered into after
the execution of this Agreement shall not exceed 2 years.

       2.6     The Foundation shall maintain its separate financial and accounting
records in accordance with generally accepted accounting principles applicable for its
industry. The Foundation must cause to be prepared annual financial statements of the
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condition of the Foundation, which shall include such detail as the IHL Board may from
time to time require; The Foundation must also engage a Certified Public Accounting
(CPA) firm to perform annual audits of the Foundation’s annual financial statements; The
Foundation shall submit the audited financial statements, along with a list of Foundation
officers, directors or trustees, not later than five months following the completion of the
Foundation’s fiscal year, to the affiliated university’s IEO and to IHL; However, the
annual audited financial statements of some of the Foundation will be required for
inclusion in the State of Mississippi’s Comprehensive Annual Financial Report (CAFR);
Those Entities which will be required to submit annual audited financial statements for
inclusion in the CAFR, as determined by the IHL Board’s Deputy Commissioner of
Finance and Administration and the external auditing firm hired to perform the annual
IHL system audit, must submit annual audited financial statements to the affiliated
university’s IEO and to the IHL, along with a list of Foundation officers, directors or
trustees, by October 15 of each year; The IHL Board’s Deputy Commissioner of Finance
and Administration shall notify each such Foundation of the applicability of the October
15 deadline to such Foundation as far in advance of the deadline as possible each year;
The CPA firm to be utilized by the Foundation must be approved by the IHL Board and
all requests for approval of the CPA firm must be submitted to the IHL Board for
approval not later than three months prior to the end of the Foundation’s fiscal year for
which the audit will be conducted; Unless approval is specifically granted for multiple
years, approval of a firm by the IHL Board for one year does not constitute approval for
other years, and requests for approval of the CPA firm must be submitted on an annual
basis; However, at the request of the Foundation, the IEO of a university , with the
approval of the IHL Board, may grant a request of the Foundation to waive the
requirement of an annual audit by a CPA firm on a showing of adequate grounds, such as
a showing that the assets of the Foundation are so limited as to make the expense of
engaging a CPA firm to perform an audit financially burdensome to the Foundation and
unnecessary; Such a waiver may be conditioned upon such other review of the financial
records of the Foundation in lieu of an audit as the University and the IHL may deem
feasible; Such a request for a waiver must be accompanied by (a) the most recent annual
audited financial statements of the Foundation (if any such statements exist), (b) the
financial statements of the most recently completed fiscal year, (c) a written description
of how the Foundation anticipates that the year-end financial statements for the current
year will differ from the financial statements as of the end of the most recently completed
fiscal year, and (d) a good faith estimate of the cost of engaging an auditor with respect to
the statements; The granting of any request to waive the requirement of an annual audit
by a CPA firm approved by the IHL is within the sole discretion of the University and the
IHL Board; Any waiver of the audit requirement will apply only for one year, and any
request to waive the requirement for the next year should be submitted as outlined above.
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        2.7     The Foundation acknowledges and agrees that the University owns all
copyright, interest in and right to all trademarks, trade names, logos and service marks
developed by the University for use by the Foundation, including all such trademarks,
service marks and trade names historically associated with the Foundation.

        2.8     The Foundation shall maintain a conflict-of-interest policy that complies
with all requirements of Miss. Code Ann. §79-11-269 (1972), as amended from time to
time.

        2.9     All gifts received by the Foundation shall be receipted and deposited in a
timely manner in accordance with the directive of the donor. All gifts received by the
University shall be immediately forwarded to the Foundation for acknowledgment to
ensure proper receipting and recording of all gifts. Gifts made to the University shall be
accounted for and ownership maintained by the University; gifts made to the Foundation
shall be accounted for and ownership maintained by the Foundation, However, checks
made payable to the University will be transferred to the Foundation if a gift agreement,
pledge, or expectancy exists between the donor and the Foundation. If a check is made
payable to the University and no gift agreement, pledge, or expectancy exists between the
Foundation and the donor, the donor will be contacted to clarify his/her intent. It will be
explained that, in most situations, it is the University’s desire to have funds held within
the Foundation. The intent of the donor will then control the delivery and ownership of
the funds. If a situation exists where the Foundation has deposited a gift directly intended
solely for the University, the Foundation shall immediately deposit into the appropriate
University account funds designated for such account.

       2.10 The Foundation shall perform any and all other acts and activities on
behalf of the University, as the Foundation deems appropriate, in carrying out the
purposes and mission of the University, so long as consistent with the governing
documents of the Foundation. In order to perform duties herein this agreement, the
Foundation may use a percentage of the annual restricted funds, assess fees for services,
or impose charges against managed funds to support its operations. The Foundation will
inform the University of the implementation of, or changes to, any assessment of fees.

       2.11 The President of the Foundation shall promptly notify the President of the
University and the IHL, in writing, if any of the following events (“Reportable Events”)
occur:
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       1. The Foundation has materially breached any of its contractual obligations
          under the Agreement;
       2. The Foundation has materially failed to properly receive, apply, manage or
          disburse any funds or has materially failed to properly comply with any
          binding instructions from donors relating to those funds;
       3. The Foundation has engaged in any conduct that is prohibited or subject to
          sanction under state or federal law, including any and all requirements
          applicable to tax exempt organizations;
       4. There has been a failure by the Foundation or any of its officers and directors
          to comply with any conflict of interest requirements created by applicable
          state or federal law or by the governing documents or procedures of the
          Foundation;
       5. Any state or federal regulatory body begins any investigation of any matter
          that may have a significant financial or regulatory effect on the Foundation or
          upon its status as a tax exempt organization; or
       6. The Foundation has contracted with or entered into any business or pecuniary
          relationship with any of its board members, other than a full time employee of
          the Foundation, or any Foundation controlled directly or indirectly by the
          board member, which would reasonably be expected to provide for payment
          or benefits to that person exceeding the value of $50,000 in any calendar year;
          The previous sentence creates a duty for the Foundation to report any such
          transaction but does not suggest or imply that all such transactions are either
          prohibited or permitted.

        2.12 If requested by the University, the Foundation shall provide any and all
information and allow the inspection of all records relating to the operation or
management of the Foundation or any funds contributed to, received by, expended by or
managed by the Foundation. To the extent that information is inspected, reviewed or
received by the President of the University or his/her designees with respect to the
identity of donors who have expressly stated they wish to remain anonymous, or with
respect to any information relating to the identification, cultivation and solicitation of
donors, or with respect to personal, commercial or proprietary information relating to a
donor or his/her family or business, such information shall be treated as confidential by
the University President and any designee who may acquire such information. The
University is expected to take appropriate safeguards to assure that such information is
utilized or disseminated only in a manner that is appropriate under the circumstances.
Such inspection rights are also extended to the IHL acting upon its minutes, however, it is
understood that the appropriate extent of any disclosure or other use of the information is
in the discretion of the IHL and, further, any decision to release any personal, commercial
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or proprietary information or to release any information that would identify any particular
donor shall be made by the IHL acting upon its minutes.

                           ARTICLE 3. COMPLIANCE

        3.1    The Foundation shall comply with any and all federal and state laws and
regulations and shall comply with any compliance and regulatory guidelines as may be
required by the Board.

        3.2     The provisions of the affiliation agreement shall apply to any and all
entities owned or controlled by the Foundation, with the exception of a special purpose
entity created for the sole and specific purpose of utilization as a financing vehicle for the
private financing of university auxiliary facilities by a private developer using the
alternate dual-phase design-build privately financed construction method, as specially
authorized by Miss. Code Ann. Section 37-101-41, et seq. (1972), as amended. If the
use/purpose of any such special purpose entity ever changes, the special entity would
then be required to comply with any and all provisions of the affiliation agreement
between the university and any Entity which owns or controls the special purpose entity.

                            ARTICLE 4. INSURANCE

       4.1    The Foundation shall maintain insurance coverage as deemed appropriate
by the Foundation’s Board of Directors, including the bonding of its officers and
employees and shall maintain Directors and Officers liability insurance on members of its
Board of Directors and officers, while performing as such.

                            ARTICLE 5. REPORTING

        5.1     As set forth in Section 2.6 of this Agreement, the Foundation shall, by
December 1 of each year during this Agreement, submit to the University’ chief financial
officer and to the IHL its annual audited financial statements for the prior fiscal year.
Such submission shall also include a list of Foundation officers, directors or trustees. The
Foundation shall submit an annual report providing a detailed list of any supplemental
compensation which was provided to the University for the purpose of providing any
additional compensation to administrators, faculty or other University employees, it being
agreed that any such payments shall only be made through the University’s payroll
system and with University President’s approval. Understanding that no form of
additional compensation may be underwritten for the University President or for any IHL
system office employee without IHL approval, the Foundation shall also provide
documentation of approval from the IHL of any supplemental compensation provided to
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the University President or provided to the University for purposes of supplementing the
President’s salary.

       5.2      In order to facilitate transparency, the Foundation shall also maintain on
its website, for public and University inspection, a copy of this Agreement along with its
annual report and other documents related to the Foundation’s mission and operations.

        5.3      The President of the Foundation shall submit to the President of the
University and the IHL a signed certification statement annually, before January 31 of
each year, which affirmatively states that the Foundation has examined its donor records
and business transactions occurring during its fiscal year ending within the prior calendar
year, and that to the best of its knowledge, there is no evidence that any Reportable
Events occurred, other than those which have been duly reported to the President of the
University and the IHL, as required above. The President of the Foundation shall re-
affirm that, in the event he/she becomes aware of any such Reportable Events, the
President of the Foundation will immediately notify, in writing, the President of the
University.
                  ARTICLE 6. TERMINATION AND RENEWAL

       6.1    This Agreements shall expire on December 31, 2015, if not renewed by
mutual consent of the parties before that date.

       6.2     The University may terminate this Agreement without cause with thirty
(30) days written notice to the Foundation and with the prior approval of the IHL, acting
upon its minutes.

       6.3    The University may terminate this Agreement for cause, without notice to
the Foundation but with notice to the IHL and prior approval of the IHL, acting upon its
minutes. The Foundation may not terminate the agreement without the consent of the
IEO and the IHL Board.

        6.4     Upon termination and non-renewal of this Agreement, (1) the Foundation
shall cease to use and shall not assign or delegate the authority to use the University’s
name or registered marks or logos to any person or entity without the written approval of
the University President, (2) the Foundation shall remit any and all unrestricted funds
held for the benefit of the University to such entity as designated in writing by the
University President on behalf of the University, (3) the Foundation shall work in concert
with its donors, to the extent practicable and allowed by law, to move any restricted funds
held for the benefit of the University to such entity as designated in writing by the
University President on behalf of the University, (4) the Foundation shall work in concert
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with persons or entities with which it had contractual relations to the extent practical and
allowed by law, to assign any contracts to such entity as designated by the University
President; and (5) the Foundation shall work in concert with the University to provide the
University or its designee with records and materials of the Foundation as are necessary
to continue the business and/or wind up the affairs of the Foundation.

        6.5     The Foundation agrees to cease using University’s name, marks, and logos
in the event that the Foundation dissolves, ceases to be a non-profit corporation or ceases
to be recognized by the Internal Revenue Service as a tax exempt entity under Section
501(c)(3) of the Internal Revenue code.

         6.6    The University and the Foundation have a long history of mutual
cooperation and support. To further this relationship, the University President will
approve nominations to the Foundation’s Board of Directors. In addition, Foundation
Board Members shall be elected to terms not to exceed three years and no less than one-
third of the Board Members shall be elected in a single year. Although a director may be
elected to more than one term, the approval process and rotation required shall work to
maintain alignment between the Foundation and the mission of the University. If the
University President determines that the cooperation between the University and the
Foundation is not in place and is, as a result, detrimental to the best interests of the
University, the President shall notify the Commissioner of Higher Education. The IHL
shall attempt to reconcile the parties, including mediation if advisable. If, however, the
IHL determines and notifies the University President that it is in the best interests of the
University to substitute new members of the Board of Directors of the Foundation, the
University President may direct that, at the expiration of a ninety-day period, the terms of
office of 100% of the Directors shall be deemed to have expired. Upon such event, a
five- person Commission shall be selected as follows: (1) one member appointed by the
University President, (2) one member appointed by the IHL, (3) one member appointed
by the Board of Directors of the Alcorn State University Alumni Association, and (4) two
members appointed from within and by the group of donors to the University whose
lifetime outright giving to the University, through the ASU Foundation, exceeds $50,000;
however, this donor group may not appoint as a member of the Commission anyone who
at the time of the appointment is serving as (i) a University or IHL employee or (ii) an
employee, officer, trustee, or director of any University affiliated support organization or
foundation. The Commission shall then appoint, within the ninety-day period, by
majority vote, members to the Board of Directors to replace the Directors whose terms
shall be deemed to have expired. The reconstituted Board of Directors shall then elect
new officers of the Foundation.
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         6.7     In the unlikely event that the Commission, as described in 6.6 above, shall
appoint a new Board of Directors for the Foundation, it is expressly understood that any,
or all, of the previous Foundation board members may be reelected by this Commission
to serve.
                  ARTICLE 7. MISCELLANEOUS PROVISIONS

       7.1    This Agreement shall be construed, governed, interpreted and applied in
accordance with the laws of the State of Mississippi.

        7.2    The parties agree that the Foundation is not an agent or employee of the
University, and nothing in this Agreement creates an employment or other agency
relationship between the parties.

        7.3     Neither the University nor the Foundation shall have any liability for the
obligations, acts, or omissions of the other party.

         7.4    The parties agree that the Foundation is a private, independent entity and,
as such, is not governed by the IHL, but rather has its own governing Board of Directors.
Accordingly, to the extent permitted by the laws of the State of Mississippi applicable to
a public institution of higher learning, each party to this Agreement shall be responsible
for its own obligations, acts or omissions.

        7.5     The University and Foundation agree that the Foundation’s donor and
giving records and any other financial or commercial information possessed by the
Foundation or provided by the Foundation to the University concerning individuals or
corporations that provide Foundation financial support are confidential and proprietary.
Except for the provisions of Section 2.12 above, unless required to disclose such
information by applicable law, the University and Foundation agree not to disclose to
third parties and to keep confidential the giving records, giving history and financial or
commercial information of individuals and corporations that provide financial support to
the Foundation.

        7.6     In the performance of this Agreement, the Foundation shall not deny
employment opportunities to any person on the basis of race, color, religion, ethnic group
identification, sex, age, physical or mental disability, medical condition, or veteran’s
status. The Foundation agrees to comply with all non-discriminatory laws and policies
that the University promulgates and to which the University is subject.

      7.7     The parties hereto acknowledge that this Agreement sets forth the entire
agreement and understanding of the parties hereto as to the subject matter hereof, and
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shall not be subject to any change or modification except by the execution of a written
instrument subscribed to by the parties hereto.

       7.8     The provisions of this Agreement are severable, and in the event that any
provisions of the Agreement shall be determined to be invalid or non-enforceable under
any controlling body of the law, such invalidity or non-enforceability shall not in any
way affect the validity or enforceable nature of the remaining provisions hereof.

        7.9     The failure of either party to assert a right hereunder or to insist upon
compliance with any term or condition of the Agreement shall not constitute a waiver of
that right or excuse a similar subsequent failure to perform any such term or condition by
the other party.

       7.10 This Agreement shall not be assigned or otherwise transferred by either
party without the prior written consent of the other, which consent shall not be
unreasonably withheld.

       7.11 The Foundation’s obligations pursuant to this Agreement shall also
extend, as applicable, to any entity it owns or controls.

                              ARTICLE 8. NOTICE

         8.1      Any notice to either party hereunder shall be in writing signed by the party
given it, and shall be deemed given when mailed postage prepaid by U.S. Postal Service
first class, certified or overnight mail, or when sent by Federal Express or a comparable
service, or hand-delivered, when addressed as follows:

To the University:                                    To the Foundation:
Norris Allen Edney                                    Robert D. Gage, IV
Interim President                                     Chair, Board of Directors
Alcorn State University                               ASU Foundation
1000 ASU Drive #359                                   1000 ASU Drive #810
Alcorn State, MS 39096                                Alcorn State, MS 39096

or to such other addressee as may be hereafter designated by written notice.

        IN WITNESS WHEREOF, the University and the Foundation, acting through the
President of the University and the Chair of the Board of Directors of the Foundation,
respectively, execute this Agreement on ____ day of __________ to be effective on
December 1, 2010.
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ALCORN STATE UNIVERSITY                    ALCORN STATE UNIVERSITY
                                           FOUNDATION
By: ___________________________            By: _______________________________
Norris Allen Edney, Interim President      Robert D. Gage, IV, Chair, Board of
                                           Directors

                                           By: _______________________________
                                              Stephen L. McDaniel, Executive
                                              Director

                            ACKNOWLEDGMENT

State of Mississippi
County of Claiborne

        Personally appeared before me, the undersigned authority in and for the
jurisdiction aforesaid, Norris Allen Edney, known by me to be the Interim President of
Alcorn State University, who executed the aforesaid Agreement, on this the ______ day
of ___________________, 2010, on behalf of Alcorn State University being duly
authorized so to do.
                                             _______________________________
                                             Notary Public
My Commission Expires:
_______________________

                            ACKNOWLEDGMENT

State of Mississippi
County of Claiborne

        Personally appeared before me, the undersigned authority in and for the
jurisdiction aforesaid, the within named Robert D. Gage, IV, known by me to be the
Chair of the Alcorn State University Foundation, who executed the aforesaid Agreement
on this the ________ day of __________________, 2010, for and on behalf of The
Alcorn State University Foundation, being duly authorized so to do.

                                    _________________________________
                                    Notary Public
My Commission Expires:
________________________
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                                 AKNOWLEDGEMENT

     State of Mississippi
     County of Claiborne

             Personally appeared before me, the undersigned authority in and for the
     jurisdiction aforesaid, the within named Stephen L. McDaniel, known by me to be the
     Executive Director of the Alcorn State University Foundation, who executed the
     aforesaid Agreement on this the ________ day of __________________, 2010, for and
     on behalf of The Alcorn State University Foundation, being duly authorized so to do.

                                          _________________________________
                                          Notary Public

     My Commission Expires:
     ________________________

     STAFF RECOMMENDATION:                Board staff recommends approval of this item.

8.   DSU - APPROVAL OF PROPOSED AFFILIATION AGREEMENT BETWEEN
     DELTA STATE UNIVERSITY AND DELTA STATE UNIVERSITY
     FOUNDATION, INC.

     Delta State University (DSU) requests Board approval of the below proposed
     affiliation agreement between DSU and the DSU Foundation, Inc. The proposed
     agreement meets the requirements of Board Policy 301.0806 Foundation/Affiliated Entity
     Activities.

     This Agreement is made and entered into effective as of the 1st day of January, 2011
     (the effective date) by and between Delta State University, a state institution of higher
     learning, organized and existing under the laws of the State of Mississippi (the
     "University"), and the Delta State University Foundation, Inc., a not-for-profit
     corporation duly chartered pursuant to the laws of the State of Mississippi (the
     "Foundation"). This Agreement is designed to govern the relationship between the
     University and the Foundation by setting forth the terms and conditions under which the
     University will provide certain support and services for the Foundation and the
     Foundation will provide certain support and services for and on behalf of the University.
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                                   PREAMBLE

       WHEREAS, the Foundation was organized and incorporated in 1967 for the
purpose of stimulating voluntary private support from alumni, parents, friends,
corporations, foundations, and others, to the benefit of the University;

       WHEREAS, the Foundation is a not-for-profit corporation exempt from Federal
income tax as an organization described in Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended, for the purposes outlined in its Charter of Incorporation filed
February 21, 1967, a copy of which is attached to this Agreement as Exhibit A;

        WHEREAS, the University has the authority and right to enter into agreements
with affiliated Section 501(c)(3) not-for-profit organizations, subject to the Board of
Trustees of State Institutions of Higher Learning(the "Board" or "IHL") Policy 301.0806
(the "Policy");

       WHEREAS, the Board Policy acknowledges that the independent nature of the
Foundation provides flexibility to the University in fiscal management and
responsiveness;

        WHEREAS, the Foundation has the responsibility under its mission statement and
as a tax-exempt not-for-profit corporation to use its resources in a responsible and
effective manner to operate exclusively for the benefit of the University and its students,
alumni, faculty and staff to promote, encourage and assist all forms of educational,
scientific, literary, research and service activities provided by the University, all for the
public welfare as outlined in its Charter of Incorporation;

        WHEREAS, the Foundation aspires to assist the University in the building of
endowments and in addressing (through financial support) the long-term academic
priorities of the University;

        WHEREAS, the Foundation is responsible for identifying potential donor and
nurturing the relationships of such persons, solicitation of cash, real and intellectual
property; securities and other forms of direct support for the University, and the
acknowledging of gifts and all ongoing responsibilities related to such gifts;

        WHEREAS, the Foundation, in connection with its fund-raising and asset
management activities, retains personnel experienced in the planning for and
management of private contributions and works with the University to assist and advise
in such activities;
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         WHEREAS, the University owns certain real property situated at 1003 West
Sunflower Road, Cleveland, Mississippi. The offices of the Foundation are located in this
facility which is part of the campus of the University;

       WHEREAS, the University and the Foundation anticipate that the Foundation will
provide the University with specified services and facilities in carrying out its mission;

       WHEREAS, the University and the Foundation anticipate that the University will
provide the Foundation with specified services and facilities in carrying out its mission;

        WHEREAS, the University and the Foundation desire to define the arrangement
concerning services, facilities, premises and activities in support of each other as set forth
in this Agreement; and

       NOW, THEREFORE, in consideration of the premises, mutual covenants and
agreements contained herein and for good and valuable consideration, the adequacy of
which is hereby acknowledged, the University and the Foundation do hereby agree as
follows:

         ARTICLE 1. UNIVERSITY OBLIGATIONS AND SERVICES

       1.1     Pursuant to Section 2.2 hereof, the Foundation shall be responsible, for
and on behalf of the University, for all fund-raising efforts and for the management and
investment of funds that originate with those activities. The University shall cooperate
with the Foundation in the development of the University’s fund-raising programs,
including providing information, data, plans, speakers and facilities for meetings on the
University campus, and such other materials and services that may reasonably be
necessary for the successful conduct of such programs and capital campaigns.

         1.2     The President of the University may provide to the Foundation annually a
list of private gift funding priorities for consideration by the Foundation in its fund-
raising efforts. The Foundation is authorized to accept designated-use or restricted gifts
from donors on behalf of the University as well as undesignated or unrestricted funds.

       1.3     The University shall provide to the Foundation offices and utilities
adequate for the performance of the obligations and services of the Foundation.

       1.4     The University shall provide full accounting services for related services
agreed to by the University, which approval shall not be unreasonably withheld.
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       1.5      The University shall provide to the Foundation technology support
services, including but not limited to, telephone, fiber optic internet cable connection, as
well on line access to such University files as are relevant to the business and purpose of
the Foundation.

        1.6    The University shall provide support services to the Foundation of the
type provided to University departments on a cost reimbursement basis (where
applicable) including, but not limited to, custodial services, printing and publication
services, audio-visual, event-scheduling, motor pool and, to the extent permitted by law,
use of the University mail system and protection of the University Police Department.

        1.7    The Foundation may utilize, with the approval of the University, which
approval shall not be unreasonably withheld, such University administrative, professional
and other employees as are needed to carry out the purpose of the Foundation. The
University shall provide payroll services, including the allocation of related employee
benefits.

       1.8    Foundation staff shall be employees of the University and eligible for all
University employment benefits.

       1.9     The President and Vice President, Finance and Administration of the
University shall serve ex officio as non-voting members of the Foundation's Board of
Directors. Also seated will be a faculty representative who is to be appointed by the
Foundation’s Board of Directors as an ex-officio, non-voting member of the Foundation’s
Board of Directors. No University employee or other persons directly or indirectly
employed by the IHL shall serve as a voting member of the Foundation's Board of
Directors.

        1.10 Requests by a duly certified University employee shall constitute a
representation or certification by the University employee that the disbursement being
requested has been approved in accord with established University procedures. The
Foundation shall be relieved of any liability arising from a disbursement made pursuant
to the provisions of this Section of the Agreement.

         1.11 The President of the University shall submit a request to the Foundation
for utilization of University unrestricted gifts received by the Foundation in the following
fiscal year. The Foundation shall, consistent with the goals and priorities established by
the University, incorporate the University's request into its operating budget and may
allocate unrestricted gifts accordingly to the extent funds are available. The University
President shall routinely update the Foundation on the University initiatives involving
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private support to ensure that Foundation and University personnel are informed of fund
raising needs and objectives.

        1.12 To assist the Foundation in discharging its services and obligations under
this Agreement and in soliciting, developing and generating private and corporate support
for the University, the University grants the Foundation the following rights:

               a.      A non-exclusive, non-transferable license to use University
       trademarks, service marks and logos consistent with University policy, including
       but not limited to a license to use marks developed by the University for use by
       the Foundation;
               b.      An exclusive, transferable license to use University trademarks,
       service marks and trade names historically associated with the Foundation;
               c.      The designation of the Foundation as a University affiliated entity;
       and
               d.      Such other rights, privileges or benefits as the University
       President, in his/her sole discretion, may determine will assist the Foundation in
       discharging its services and obligations under this Agreement.

       1.13 The University's name and registered marks and logos have great
economic and public relations value to the University, its faculty, staff, alumni and
students. The Foundation shall not assign or delegate the authority to use University's
name or registered marks or logos to any person or entity without the written approval of
the University.

        ARTICLE 2. FOUNDATION OBLIGATIONS AND SERVICES

         2.1    The Foundation's primary purpose is to provide support to the University
in accord with the provisions of its Charter of Incorporation, which support includes, but
is not limited to, receiving, soliciting, accepting, holding, administering, investing,
disbursing funds for the University to use for its educational purposes.

         2.2    The Foundation shall be responsible, for and on behalf of the University,
for all fund-raising efforts and for the management and investment of funds that originate
from those activities. The Foundation may accept undesignated or unrestricted funds and
designated-use or restricted funds from donors on behalf of the University or the
Foundation. The Foundation shall be responsible for receipting, acknowledging,
accounting for, managing and investing these funds, as well as for researching,
identifying and maintaining biographical and gifting records of potential and actual
donors to the University and the Foundation. The Foundation shall assist the University
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in its fund-raising activities and development programs with individuals, corporations,
foundations, governmental and other external organizations. The Foundation shall
perform the following:

              a.      Coordinate the Foundation’s annual giving program with the
       University's alumni office;
              b.      Coordinate all organized fund-raising projects with the University;
              c.      Provide expertise, assistance, and training for the University's
       administration, faculty, and staff for development and fund-raising task;
              d.      Conduct its public relations and publication program in
       coordination with the University's office of public relations; and
              e.      Maintain a well-coordinated donor relations program in an effort to
       minimize overlap and over-solicitation of current and prospective donors.

         2.3    In accord with the provisions of its Charter of Incorporation, the
Foundation shall solicit and transfer funds to the University for educational, research,
cultural, scientific, literary, public service and charitable programs and activities; for the
support of scholarships, endowments, research, professorships, fellowships and
lectureships; for improving and enlarging the educational facilities and activities of the
University; to acquire specialized laboratory equipment; to erect buildings; to supplement
building construction funds; and for the support of similar and related purposes. When
soliciting funds, the Foundation agrees to accept only those gifts that are consistent with
the University's missions, goals and obligations and in accordance with the Foundation’s
Charter of Incorporation.

        2.4     The Foundation shall receipt, acknowledge and express appreciation for
all contributions of donors made on behalf of the University or of the Foundation, and
shall keep accurate and current records of all such contributions made directly to the
University or to the Foundation. Assets of the Foundation shall be maintained pursuant
to the Uniform Management of Institutional Funds Act (UMIFA) or Uniform Prudent
Management of Institutional Funds Act (UPMIFA) as promulgated by the State of
Mississippi. The Foundation shall manage all funds under its control in a fiscally sound
and prudent manner. The University shall have rights of inspection of Foundation
records. Such rights shall be afforded to the IHL, if so desired.

       2.5     The Foundation may enter into contracts for professional, advisory or
other personal services in carrying out its duties, but any such contracts entered into after
the execution of this Agreement shall not exceed 2years.
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       2.6     The Foundation shall maintain its separate financial and accounting
records in accordance with generally accepted accounting principles.

        2.7     The Foundation acknowledges and agrees that the University owns all
copyright, interest in and right to all trademarks, trade names, logos and service marks
developed by the University for use by the Foundation, including all such trademarks,
service marks and trade names historically associated with the Foundation.

        2.8     The Foundation shall maintain a conflict-of-interest policy that complies
with all requirements of Miss. Code Ann. §79-11-269 (1972), as amended from time to
time.
        2.9     The Foundation shall deposit into the appropriate University account any
funds which are received by the Foundation designated for a University account.

       2.10 The Foundation is authorized and may commingle for investment
purposes undesignated or unrestricted funds with designated-use or restricted funds.
However, the Foundation shall separately account for the income and expenses of the
undesignated or unrestricted funds and the designated-use or restricted funds.

       2.11 The Foundation is authorized and may commingle for investment
purposes University funds with Foundation funds. However, the Foundation shall
separately account for the income and expenses of the University funds and the
Foundation funds.

       2.12 Distributions from the designated-use or restricted endowment funds, at
the payout established by the Foundation and the University, shall be transferred to the
University, at an agreed-upon time, depending on the nature of the purpose to be funded.
Distributions of current (custodial) designated-use or restricted funds will be made on an
on-demand basis following a formal requisition request and verification that funds are
available in the respective department's account.

        2.13 Distributions of unrestricted funds which have been approved and
budgeted by the Foundation and the University shall be made in a fashion identical to that
described Section 2.12 above. Any request for items to be paid from unrestricted funds
for and above budgeted items is to be approved by the Foundation.

       2.14 The Foundation shall perform any and all other acts and activities on
behalf of the University, as the Foundation deems appropriate, in carrying out the
purposes and mission of the University, so long as consistent with the governing
documents of the Foundation.
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       2.15 The Foundation Executive Director shall promptly notify the President of
the University and the IHL, in writing, if any of the following events ("Reportable
Events") occur:

               a.      The Foundation has materially breached any of its contractual
       obligations under the Agreement;
               b.      The Foundation has materially failed to properly receive, apply,
       manage or disburse any funds or has materially failed to properly comply with
       any binding instructions from donors relating to those funds;
               c.      The Foundation has engaged in any conduct that is prohibited or
       subject to sanction under state or federal law, including any and all requirements
       applicable to tax exempt organizations;
               d.      There has been a failure by the Foundation or any of its officers
       and directors to comply with any conflict of interest requirements created by
       applicable state or federal law or by the governing documents or procedures of the
       Foundation;
               e.      Any state or federal regulatory body begins any investigation of
       any matter that may have a significant financial or regulatory effect on the
       Foundation or upon its status as a tax exempt organization; or
               f.      The Foundation has contracted with or entered into any business or
       pecuniary relationship with any of its board members, other than a full time
       employee of the Foundation, or any Foundation controlled directly or indirectly
       by the board member, which would reasonably be expected to provide for
       payment or benefits to that person exceeding the value of $50,000 in any calendar
       year. The previous sentence creates a duty for the Foundation to report any such
       transaction but does not suggest or imply that any such transaction is either
       prohibited or permitted.

        2.16 If requested by the University, the Foundation shall provide any and all
information and allow inspection of all records relating to the operation or management
of the Foundation or any funds contributed to, received by, expended by or managed by
the Foundation. To the extent that information is inspected, reviewed or received by the
President of the University or his/her designees with respect to the identity of donors who
have expressly stated they wish to remain anonymous, or with respect to any information
relating to the identification, cultivation and solicitation of donors, or with respect to
personal, commercial, or proprietary information relating to a donor or his/her family or
business, such information shall be treated as confidential by the President and any
designee who may acquire such information. The University is expected to take
appropriate safeguards to assure that such information is utilized or disseminated only in
a manner that is appropriate under the circumstances. Such inspection rights are also
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extended to the IHL acting upon its minutes, however, it is understood that the
appropriate extent of any disclosure or other use of the information is in the discretion of
the IHL and, further, any decision to release any personal, commercial, or proprietary
information or to release any information that would identify any particular donor shall
be made by the IHL acting upon its minutes. The Foundation, in its discretion, may
notify a donor whose information is being requested by the University or the IHL and
inform them of the request.

                         ARTICLE 3. CONSIDERATION

        3.1     The University and the Foundation agree that the services and obligations
provided for by the University in Article 1 hereof are fair and appropriate in exchange
for the services and obligations provided for by the Foundation in Article 2 hereof.

        3.2     The Foundation shall assess a management fee on funds it manages and
shall retain the short-term interest earned on deposited current-use funds.

      3.3     Adjustments to the services and obligations in future fiscal years may be
made as agreed to by the University and the Foundation.

                          ARTICLE 4. COMPLIANCE

      4.1     Notwithstanding any other terms and conditions contained herein, the
Foundation shall comply with the following:

                a.      Any and all federal and state laws and regulations, including but
not limited to the Internal Revenue Code of 1986, as amended, laws relating to disclosure
of personal, private, or confidential information, and all laws relating to any rights
thereto;
                b.      It’s Charter of Incorporation so as to maintain it’s exemption from
Federal income tax as an organization described in Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended; and
                c.      Any compliance and regulatory guidelines as may be required by
the Board which are not inconsistent with the preceding provisions of this Section 4.1.

                           ARTICLE 5. INSURANCE

       5.1     The Foundation shall maintain general liability insurance providing
insurance coverage of at least $1,000,000 per occurrence and $2,000,000 annual
aggregate liability covering its employees and agents during the course and scope of their
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employment, providing protection from general liability risks, including, but not limited
to, protection against claims of sexual harassment, discrimination or other violations of
law.

       5.2      The Foundation shall maintain property insurance in an amount sufficient
to provide full replacement of all insured property to insure against the loss of the real
property and any improvements associated with the insured premises.

     5.3      The Foundation shall maintain directors and officers liability insurance on
members of its Board of Directors and officers, while performing as such.

                            ARTICLE 6. REPORTING

        6.1     The Foundation shall prepare annual financial statements of its condition
which shall include such detail as the IHL Board may from time to time require. The
Foundation shall engage a Certified Public Accounting (CPA) firm to perform annual
audits of the Foundation’s annual financial statements. The Foundation shall submit its
audited financial statements, along with a list of Foundation officers, directors or trustees,
not later than five (5) months following the completion of the Foundation’s fiscal year, to
the President of the University and to the IHL.

        6.2     The IHL Board's Deputy Commissioner of Finance and Administration
and the external auditing firm hired to perform the annual IHL system audit shall
determine if the Foundation is required to submit annual audited financial statements for
inclusion in the State of Mississippi's Comprehensive Annual Financial Report (CAFR).
If the annual audited financial statements of the Foundation are required to be included in
the CAFR, the Foundation shall submit its annual audited financial statements to the
President of the University and the IHL, along with a list of Foundation officers, directors
or trustees, by October 15 of each year. The IHL Board's Deputy Commissioner of
Finance and Administration shall notify the Foundation of the applicability of the
October 15 deadline as far in advance of the deadline as possible each year.

        6.3    The CPA firm to be utilized by the Foundation must be approved by the
IHL Board and all requests for approval of the CPA firm must be submitted to the IHL
Board for approval not later than three months prior to the end of the Foundation’s fiscal
year for which the audit will be conducted. Unless approval is specifically granted for
multiple years, approval of a firm by the IHL Board for one year does not constitute
approval for other years, and requests for approval of the CPA firm must be submitted on
an annual basis.
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        6.4     At the request of the Foundation, the President of the University, with the
approval of the IHL Board, may grant a request of the Foundation to waive the
requirement of an annual audit by a CPA firm on a showing of adequate grounds, such as
a showing that the assets of the Entity are so limited as to make the expense of engaging a
CPA firm to perform an audit financially burdensome to the Foundation and unnecessary.
Such a waiver may be conditioned upon such other review of the financial records of the
Foundation in lieu of an audit as the University and the IHL may deem feasible. Such a
request for a waiver must be accompanied by (a) the most recent annual audited financial
statements of the Foundation (if any such statements exist), (b) the financial statements of
the most recently completed fiscal year, (c) a written description of how the Foundation
anticipates that the year-end financial statements for the current year will differ from the
financial statements as of the end of the most recently completed fiscal year, and (d) a
good faith estimate of the cost of engaging an auditor with respect to the statements. The
granting of any request to waive the requirement of an annual audit by a CPA firm
approved by the IHL is within the sole discretion of the University and the IHL Board.
Any waiver of the audit requirement will apply only for one year, and any request to
waive the requirement for the next year should be submitted as outlined above.

        6.5    The Foundation shall submit an annual report providing a detailed list of
any supplemental compensation provided to administrators, faculty, athletic staff, and
other University employees, provided however that there may be appropriate exceptions
made for such compensation by the University out of funds routinely provided to the
University to be included in its budget, and it being agreed that any such payments shall
only be made through the University’s payroll system and with the University President’s
approval. Understanding that no form of additional compensation may be underwritten
for the University President or for any IHL system office employee without IHL
approval, the Foundation shall also provide documentation of approval from the IHL of
any supplemental compensation provided to the President of the University or provided
to the University for purposes of supplementing the President’s salary. Other than funds
provided through endowed faculty chairs or funded faculty and/or staff positions, no
salary supplements for University administrators, faculty, staff and employees unless
specifically approved by the Foundation, are to be underwritten and paid by the
Foundation.

        6.6     In order to facilitate transparency, the Foundation shall also maintain on
its website, as soon as reasonably possible after the execution of this Agreement, for
public and University inspection, a copy of this Agreement along with copies of the most
recent annual audited financial statements, Form 990, By-laws, Charter, listing of the
members of its Board of Directors, its conflict of interest policy and its investment policy.
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        6.7     The Foundation Executive Director shall submit to the President of the
University and the IHL a signed certification statement annually, before January 31 of
each year, which affirmatively states that the Foundation has examined its donor records
and business transactions occurring during its fiscal year ending within the prior calendar
year, and that to the best of the Foundation Executive Director’s knowledge, there is no
evidence that any Reportable Events occurred, other than those which have been duly
reported to the President of the University and the IHL, as required above. The
Foundation Executive Director shall re-affirm that, in the event the Foundation Executive
Director becomes aware of any such Reportable Events, the Foundation Executive
Director will immediately notify, in writing, the President of the University.

                ARTICLE 7. TERMINATION AND RENEWAL

        7.1    This Agreement is for a five (5) year term ending December 31, 2015 and
shall automatically renew for successive five (5) year terms unless terminated as provided
for herein.

       7.2     The University may terminate this Agreement without cause with thirty
(30) days written notice to the Foundation and with the prior approval of the IHL, acting
upon its minutes.

       7.3     The University may terminate this Agreement for cause, without notice to
the Foundation but with notice to the IHL and prior approval of the IHL, acting upon its
minutes. The Foundation may not terminate the Agreement without the prior approval of
the University President and IHL.

       7.4     The following shall occur upon termination of this Agreement:

               a.      The Foundation shall cease to use and shall not assign or delegate
       the authority to use the University's name or registered marks or logos to any
       person or entity without the written approval of the President;
               b.      The Foundation shall remit any and all undesignated or
       unrestricted funds held for the benefit of the University to the University upon
       written notice from the President of the University and said funds shall become
       and be the property of the University for the use and benefit of the University,
       provided, however, that said funds shall be held by the University for perpetual
       use by the University for the purposes set forth in the Foundations’ Charter of
       Incorporation filed February 21, 1967, as amended.
               c.      The Foundation shall work in concert with its donors, to the extent
       practical and allowed by law, to move any designated-use or restricted funds held
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       for the benefit of the University to the University upon written notice from the
       President of the University and said funds shall become and be the property of the
       University for the use and benefit of the University, provided, however, that said
       funds shall be held by the University for perpetual use by the University for the
       purposes set forth in the Foundation’s Charter of Incorporation filed February 21,
       1967, as amended.
               d.      The Foundation shall work in concert with persons or entities with
       which it had contractual relations to the extent practical and allowed by law, to
       assign any contracts to such entity as designated by the University President;
               e.      The Foundation shall work in concert with the University to
       provide the University or its designee with records and materials of the
       Foundation as are necessary to continue the business and/or wind up the affairs of
       the Foundation; and
               f.      The Foundation shall retain sufficient funds or assets to pay all
       claims on liabilities of the Foundation which are not assigned or assumed by the
       University or another entity.

        7.5     The Foundation agrees to cease using University's name, marks, and logos
in the event that the Foundation dissolves, ceases to be a non-profit corporation or ceases
to be recognized by the Internal Revenue Service as a tax exempt entity under Section
501(c)(3) of the Internal Revenue Code, as amended.

        7.6     The University and Foundation expect there to exist a cooperative
relationship between them. In the event that the University President determines that
such cooperation is not in place and is thus, in the President’s view, detrimental to the
well being of the University, the President shall notify the IHL in order that the IHL may
intervene to reconcile the differences between the University and the Foundation.
However, if the differences can not be reconciled and the IHL determines and notifies the
President that it is in the best interest of the University to substitute new members of the
Board of Directors of the Foundation, the University President may direct the
appointment of a five-person Commission whose members shall be selected as follows:

       a.      One member appointed by the President of the University;
       b.      One member appointed by the IHL;
       c.      One member appointed by the Board of Directors of the Foundation;
       d.      One member appointed by the Board of Directors of the Delta State
University Alumni Association; and
       e.      One member appointed by a majority vote of the then living members of
the James Broom Society, or the then existing equivalent donor group with a lifetime
giving of $1,000,000.00 or greater; however, such donor group may not appoint as a
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member of the Commission anyone who at the time of such appointment is serving as an
employee, officer, trustee, or director of any University affiliated support organization or
foundation.

        After the appointment of the Commission, the University President shall notify in
writing each member of the Board of Directors of the Foundation that the member’s
membership on the Foundation’s Board of Directors shall terminate within ninety (90)
days of receipt of the written notice, or as soon thereafter as reasonably possible, and
upon the appointment by the Commission of his/her successor to the Board of Directors
who is duly elected and qualified by the Commission. The Commission shall during the
ninety (90) day period following the President’s written notice of termination to each
Foundation Board of Director, elect by majority vote, successor members to the Board of
Directors of the Foundation to replace the Board of Directors of the Foundation. The
newly elected Board of Directors shall then elect new officers of the Foundation in
accordance with the Foundation’s Bylaws.

         7.7     In the event that the Commission, as described in Section 7.6 above,
appoints a new Board of Directors for the Foundation, it is expressly understood that any,
or all, of the previous Foundation Board of Directors may be reelected by the
Commission to serve as Board of Directors of the Foundation.

                ARTICLE 8. MISCELLANEOUS PROVISIONS

       8.1    This Agreement shall be construed, governed, interpreted and applied in
accordance with the laws of the State of Mississippi.

        8.2    The parties agree that the Foundation is not the agent or employee of the
University, and nothing in this Agreement creates an employment or other agency
relationship between the University and the Foundation.

        8.3     Neither the University nor the Foundation shall have any liability for the
obligations, acts, or omissions of the other party.

        8.4     The University and the Foundation agree that the Foundation is a private,
independent entity and, as such, is not governed by the IHL, but rather has its own
governing Board of Directors. Accordingly, to the extent permitted by the laws of the
State of Mississippi applicable to a public institution of higher learning, the University
and the Foundation shall be responsible for its own obligations, acts or omissions as they
relate to this Agreement.
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        8.5     The University and the Foundation agree that the Foundation's donor and
giving records and any other financial or commercial information possessed by the
Foundation or provided by the Foundation to the University concerning individuals or
corporations that provide Foundation financial support are confidential and proprietary.
Unless required to disclose such information by applicable law, the University and the
Foundation agree not to disclose to third parties and to keep confidential the gifting
records, gifting history and financial or commercial information of individuals,
corporations and other entities that provide financial support to the Foundation.

       8.6     The parties hereto acknowledge that this Agreement sets forth the entire
agreement and understanding of the University and the Foundation as to the subject
matter hereof, and shall not be subject to any change or modification except by the
execution of a written instrument subscribed to by the University and the Foundation.

       8.7     The provisions of this Agreement are severable, and in the event that any
provisions of the Agreement shall be determined to be invalid or non-enforceable under
any controlling body of the law, such invalidity or non-enforceability shall not in any
way affect the validity or enforceable nature of the remaining provisions hereof.

        8.8     The failure of the University or the Foundation to assert a right hereunder
or to insist upon compliance with any term or condition of the Agreement shall not
constitute a waiver of that right or excuse a similar subsequent failure to perform any
such term or condition by the other.

       8.9     This Agreement shall not be assigned or otherwise transferred by the
University or the Foundation without the prior written consent of the other, which
consent shall not be unreasonably withheld.

        8.10 The provisions of this Agreement shall apply to any and all entities owned
or controlled by the Foundation, with the exception of a special purpose entity created for
the sole and specific purpose of utilization as a financing vehicle for the private financing
of University auxiliary facilities by a private developer using the alternate dual-phase
design-build privately financed construction method, as specially authorized by Miss.
Code Ann. Section 37-101-41, et seq. (1972), as amended. If the use/purpose of any such
special purpose entity ever changes, the special purpose entity would then be required to
comply with any and all provisions of this Agreement between the University and the
Foundation which owns or controls the special purpose entity.
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                             ARTICLE 9. NOTICE

       9.1     Any notice to either the University or the Foundation hereunder shall be in
writing signed by the party given it, and shall be deemed given when mailed postage
prepaid by U.S. Postal Service first class, certified or overnight mail, or hand-delivered,
when addressed as follows:

To the University:                           To the Foundation:
John M. Hilpert                              D. Keith Fulcher
President                                    Executive Director
Delta State University                       Delta State University Foundation
P.O. Box A-1                                 P.O. Box 3141
Cleveland, MS 38733                          Cleveland, MS 38733

                                             With a Copy to:

                                             Glover A. Russell, Jr., J.D.
                                             Glover Russell, P.A.
                                             120 N. Congress Street, Suite 600
                                             Jackson, MS 39201

or to such other addressee as may be hereafter designated by written notice.

       IN WITNESS WHEREOF, the University and the Foundation, acting through the
President of the University and the President of the Foundation, respectively, execute this
Agreement as of the              day of                , 2010.

DELTA STATE UNIVERSITY                       DELTA STATE UNIVERSITY
                                             FOUNDATION, INC.

By: __________________________               By: ____________________________
John M. Hilpert, President                                           , President
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                            ACKNOWLEDGMENT

State of Mississippi
County of Bolivar

        Personally appeared before me, the undersigned authority in and for the
jurisdiction aforesaid, John M. Hilpert, known by me to be the President of Delta State
University, who executed the aforesaid Agreement, on this the ______ day of
___________________, 2010, on behalf of Delta State University, being duly authorized
so to do.

                                           _______________________________
                                                 Notary Public

My Commission Expires:
_______________________


                            ACKNOWLEDGMENT


State of Mississippi
County of Bolivar

Personally appeared before me, the undersigned authority in and for the jurisdiction
aforesaid, the within named                              , known by me to be the
President of Delta State University Foundation, Inc., who executed the aforesaid
Agreement on this the ________ day of __________________, 2010, for and on behalf
of Delta State University Foundation, Inc., being duly authorized so to do.

                                           _________________________________
                                           Notary Public


My Commission Expires:
________________________

STAFF RECOMMENDATION:               Board staff recommends approval of this item.
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9.   JSU - APPROVAL OF PROPOSED AFFILIATION AGREEMENT BETWEEN
     JACKSON STATE UNIVERSITY AND THE JACKSON STATE UNIVERSITY
     NATIONAL ALUMNI ASSOCIATION, INC.

     Jackson State University (JSU) requests Board approval of the below proposed
     affiliation agreement between JSU and the JSU National Alumni Association, Inc. The
     proposed agreement meets the requirements of Board Policy 301.0806
     Foundation/Affiliated Entity Activities.

     1.      AGREEMENT

     THIS AGREEMENT is made and entered into this the _____ day of ______ 2010, and
     by and between Jackson State University (Hereinafter “JSU”) and the Jackson State
     National Alumni Association, Inc. (hereinafter referred to as the “Alumni Association”
     or “JSUNAA”); JSU and the Alumni Association will collectively be referred to as the
     “parties.” The Alumni Association, under the terms of its operating by-laws will apply or
     distribute the available net income from activities and special investment funds for the
     benefit of JSU and the JSU will provide support services for the Alumni Association.
     Further, the parties believe it important to more clearly state the relationship of the
     parties.

     This Agreement is to memorialize the understanding of the parties concerning the
     relationship of the parties. As a result, this Agreement is to be considered a complete and
     exclusive agreement between the parties that will supersede any prior contracts or
     agreements, whether written or oral, that may have existed between the parties.

     The provisions of this Agreement shall apply to any and all entities owned or
     controlled by the Foundation, with the exception of a special purpose entity created for
     the sole and specific purpose of utilization as a financing vehicle for the private financing
     of university auxiliary facilities by a private developer using the alternate dual-phase
     design-build privately financed construction method, as specially authorized by Miss.
     Code Ann. Section 37-101-41, et seq. (1972), as amended. If the use/purpose of any such
     special purpose entity ever changes, the special purpose entity would then be required to
     comply with any and all provisions of the Agreement between the University and
     Foundation which owns the special purpose entity
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2.      PURPOSE

The Parties agree and covenant that the purpose of this Agreement is to provide the
framework for establishing a cooperative relationship between the parties and the
respective rights and duties of the parties with respect to fundraising, business operations,
and asset management and enhancement of JSU.

3.      TERM

This agreement shall have a term of five (5) years, beginning on the date of execution of
this agreement and ending on the same date in five years unless renewed by the mutual
agreement of the parties. The Agreement will automatically renew for an additional five
(5) year term if notice of intent not to renew is not provided by at least one party within
thirty (30) days of the end of the term. However, the Agreement may only be renewed at
the end of such five year period with the prior approval of the IHL Board. The
University may terminate this Agreement without cause with thirty (30) days written
notice to the Association and with prior approval of IHL acting upon its minutes. In the
event the agreement is terminated and either party elects to disassociate itself from the
other, the assets of the Alumni Association shall be transferred to the University or to
another 501 (c)(3) approved by the University for the benefit of the University. The
Association may enter into contracts for professional, advisory or other personal services.
Any such contracts for professional, advisory or other personal services entered into after
the execution of this Agreement may not exceed two years in length.

4.      RELATIONSHIP OF THE PARTIES

The parties understand and agree the relationship of the parties is a cooperative one,
entered into freely between two independent entities, one a not-for-profit corporation
organized and existing under the laws of the State as an education and charitable
corporation, and the other as an organized education entity and existing under the laws of
the State of Mississippi as an institution of higher education. To encourage, nurture, and
maintain the cooperative relationship, the parties agree covenant that:

        A.     The Executive Committee of the Alumni Association and the Director of
               Institutional Advancement shall meet at least annually to review and
               coordinate economic development, fundraising, community development,
               and technology plans of the university and the Alumni Association. The
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                   plans shall be submitted by the respective committees to both for approval
                   at the annual meetings.
            B.     The Chief Executive Offices of the parties agree to periodically meet with
                   Institutions of Higher Learning (IHL) Board members, and the IHL
                   Commissioner at a mutually convenient time.
            C.     If the University incurs expenses as a result of the Alumni Associations
                   operations, the Alumni Association shall reimburse the University for
                   those expenses, unless the University determines it would be bearing the
                   expense in the absence of the Alumni Association.

    5.      ALUMNI ASSOCIATION

    WHEREAS, The Alumni Association is organized for the support and advancement of
    JSU as well as support of charitable, scientific, literary, and educational purposes of JSU;
    it shall accordingly maintain a mission statement consistent with the general mission of
    JSU. The Alumni Association must manage all funds in a fiscally sound and prudent
    manner. To achieve this mission, the Alumni Association shall assist the University
    with:

            A.     Managing contributions
            B.     Handling transfers of funds or property
            C.     Holding such property, real or personal wherever applicable
            D.     Performing any acts deemed appropriate by the Board of Directors.
            E.     Promoting and conducting alumni and public relations activities
            F.     Obtaining public and private support
            G.     Recruitment and retention of students
            H.     Developing career opportunities for students
            I.     Communicating with alumni and friends in support of JSU

    6.      UNIVERSITY SUPPORT

    In consideration of the valuable support services provided to JSU, and to assist the
    Alumni Association in providing support to the University for the performance of its
    mission, its students, and staff, the University agrees and covenants that it shall:

            A.     COMMUNICATE NEEDS. The University shall communicate with the
                   Alumni Association to make the Association aware of University needs
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              and priorities. The Alumni Association, in return, agrees to communicate
              to the University its ability and plans to fund such needs and priorities as
              well as the acceptance or solicitation of gifts.
       B.     LICENSE FOR LOGOS/TRADEMARKS. The University shall grant the
              Alumni Association a non-exclusive, non-transferable license to use of the
              University’s logo, seal, and other symbols or marks of the University in
              conjunction with University sanctioned economic/community
              development projects. The Alumni Association shall not have the right or
              authority to delegate or assign the use of any such University marks or
              symbol without the express written consent of the University’s President.
              Further, the Alumni Association shall not represent that it is authorized to
              speak on behalf of the University or in any way bind the University to any
              enforceable obligation. Upon the termination of this agreement, the
              Alumni Association shall be prohibited from using the name, symbols, or
              trademarks of the University unless authorized by the University.
       C.     MAINTENANCE AND JANITORIAL SERVICES. The University shall
              pay costs associated maintenance and janitorial services for the office
              space allocated to the Alumni Association.
       D.     OFFICE SPACE. The University shall provide office space to the Alumni
              Association, subject to availability.
       E.     RECOGNITION. The University agrees to designate the Association as
              an official affiliated entity of the University.
       F.     UNIVERSITY FACILITIES. The University will provide the Alumni
              Association, with proper identification cards, access to parking, the
              University’s libraries, and other University facilities.
       G.     UNIVERSITY SERVICES. The University will provide computing
              systems and support services to the Alumni Association, through its
              President, on a cost reimbursement basis including, but not limited to,
              access to the University’s telephone, campus mail system, printing
              services, and copying services.
        
       If the University incurs expenses as a result of the Alumni Associations
       operations, including the provision of the above services, the Alumni Association
       shall reimburse the University for those expenses, unless the University
       determines it would be bearing the expense in the absence of the Alumni
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        Association.

7.      MANAGEMENT OF ENDOWMENT FUNDS

Association that are placed with it in a manner that conforms to applicable state laws
relating to investments by a fiduciary. However, the parties acknowledge the primacy of
the Foundation as the University’s endowment fund manager, and that Alumni Affairs
will not be managing institutional assets.

8.      FUNDING OF THE ALUMNI ASSOCIATION

The University and Alumni Associations agree that funding for the operation of the
Alumni Association shall come from the resources of the Alumni Association and may
also come from funds donated to the University for the specific purpose of support for the
Alumni Association and its activities.

9.      CONFIDENTIALITY

The University and Alumni Association agree that sensitive information related to each
other and/or data will not be shared with outside parties. This clause includes sharing
confidential information with parties that the University or the Alumni Association may
be in a third-party contract with. If the Agreement between the parties is terminated, this
clause is still in effect. This disclosure restriction is not applicable where operation of
law requires disclosure or in such instances where disclosure is expressly authorized in
this Agreement.

10.     FUNDRAISING ACTIVITIES - RECEIPT OF RESTRICTED GIFTS

        a.     The parties agree that the priorities for fund solicitations shall be
               established by the Office of Institutional Advancement and communicated
               at least annually, on or before 12/31 of each year by the University’s
               President. The Alumni Association understands that the University has
               entered into an agreement with the Foundation, which authorizes said
               Foundation to support and engage in fundraising activities for the benefit
               of the University. Said agreement authorizes the Foundation to solicit
               funds, contributions, and donations according to the priorities established
               by the University. Moreover, the Alumni Association’s Board may
               authorize fundraising priorities for economic development, research, and
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              technology objectives not included in the University’s Office of
              Institutional Advancement priorities but not in conflict with them. To the
              extent necessary to minimize conflict, the Alumni Association will consult
              with the Office of Institutional Advancement with paragraph 9.b.
              (below) regarding fundraising efforts.

       b.      The Alumni Association understands that the University has designated
              the Office of Institutional Advancement as coordinator for all fund-raising
              activities for the benefit of the University, its academic areas, and
              departments. The Alumni Association will coordinate with the Office of
              Institutional Advancement to support the University’s interests with
              respect to economic and community development, education, and other
              objectives of the Alumni Association.

       c.     The parties agree that prior to accepting gifts of tangible personal property
              to be placed on the University’s campus, or gifts of real estate or tangible
              personal property to be used directly for University programs, the Alumni
              Association will obtain the written approval of the University.

       d.     Gifts made to the University must be accounted for and ownership
              maintained by the University. Gifts made to the Alumni Association must
              be accounted for and ownership maintained by the Alumni Association as
              long as this Agreement is in effect. Any institutional assets authorized to
              be managed by the Alumni Association must be subject to inspection and
              auditing by IHL and other appropriate state officials.

       e.     The Alumni Association shall not accept any gift, donation, grant or enter
              into any transaction that creates any liability for the University, without
              advance written approval of the institutional executive officer.

11.    LIMITATION ON PAYMENT TO UNIVERSITY EMPLOYEES

Implementation of economic and community development projects sponsored by
the Alumni Association may be more effective if University faculty, staff and/or
students are involved. However, the Alumni Association agrees it shall make no
payment to any University employee in connection with economic/community
development, education, or other projects sponsored by the Alumni Association
unless it first shall have obtained the University’s consent for the employees’ and/or
students’ participation and remuneration. The Alumni Association agrees to pay stipends
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to staff/students that have been approved by the University or the Alumni Association
agrees to reimburse the University for utilization of staff/students services. The
University agrees and covenants that it shall not unreasonably withhold such approval.
Compensation will not be made to the University President or an IHL office employee
without the consent of IHL.

12.    AUDITS AND REPORTING

The Alumni Association must cause to be prepared annual financial statements of the
condition of the Alumni Association, which shall include such detail as the IHL Board
may from time to time require. The Alumni Association must also engage a Certified
Public Accounting (CPA) firm to perform annual audits of its annual financial
statements. The Alumni Association shall submit the audited financial statements, along
with a list of its officers, directors or trustees, not later than five months following the
completion of the Alumni Association’s fiscal year, to the University’s President and to
IHL. However, the annual audited financial statements may be required for inclusion in
the State of Mississippi’s Comprehensive Annual Financial Report (CAFR). If required
to submit the annual audited financial statements for inclusion in the CAFR, as
determined by the IHL Board’s Deputy Commissioner of Finance and Administration
and the external auditing firm hired to perform the annual IHL system audit, the Alumni
Association must submit the annual audited financial statements to the President and
IHL, along with a list of its officers, directors or trustees, by October 15 of each year.
The IHL Board’s Deputy Commissioner of Finance and Administration shall notify the
Alumni Association of the applicability of the October 15 deadline as far in advance of
the deadline as possible each year. The CPA firm to be utilized must be approved by the
IHL Board and all requests for approval of the CPA firm must be submitted to the IHL
Board for approval not later than three months prior to the end of the Alumni
Association’s fiscal year for which the audit will be conducted. Unless approval is
specifically granted for multiple years, approval of a firm by the IHL Board for one year
does not constitute approval for other years, and requests for approval of the CPA firm
must be submitted on an annual basis. However, at the request of the Alumni
Association, the President of the University, with the approval of the IHL Board, may
grant a request of the Alumni Association to waive the requirement of an annual audit by
a CPA firm on a showing of adequate grounds, such as a showing that the assets of the
Alumni Association are so limited as to make the expense of engaging a CPA firm to
perform an audit financially burdensome and unnecessary. Such a waiver may be
conditioned upon such other review of the financial records of the Alumni Association in
lieu of an audit as the University and the IHL may deem feasible. Such a request for a
waiver must be accompanied by (a) the most recent annual audited financial statements
of the Alumni Association (if any exist), (b) the financial statements of the most recently
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completed fiscal year, (c) a written description of how the Alumni Association anticipates
that the year-end financial statements for the current year will differ from the financial
statements as of the end of the most recently completed fiscal year, and (d) a good faith
estimate of the cost of engaging an auditor with respect to the statements. The granting
of any request to waive the requirement of an annual audit by a CPA firm approved by
the IHL is within the sole discretion of the University and the IHL Board. Any waiver of
the audit requirement will apply only for one year, and any request to waive the
requirement for the next year should be submitted as outlined above.

An annual report must be submitted to the University President providing a detailed list
of any supplemental compensation which was submitted to the University for purposes of
providing additional compensation to administrators, faculty, athletic staff, or other
employees. The parties recognize that any form of compensation provided by the Alumni
Association to the University’s President must first be requested through the
Commissioner of the IHL Board and then approved by the IHL Board prior to such
payment being made.

The Alumni Association cannot present any form of additional compensation for the
institutional executive officer (“IEO” or “University President”) or IHL system office
employee without prior approval of the Board. The request for approval shall come
through the Commissioner to the IHL Board; As to other university employees, the
Affiliation Agreement will provide that no form of additional compensation may be
provided or paid by the Entity without the prior approval by the IEO; All such approvals
by the IEO must be reported to the Board of Trustees at its next official meeting; This
provision does not apply to transfers from the Entity to the supported university for items
such as professorships, chairs, and other programmatic support that are paid directly to
the university and included in its annual budget;

The Association shall promptly notify the President of the University and the IHL, in
writing, if any of the following events (“Reportable Events”) occur:

       1. The Association has materially breached any of its contractual obligations
          under the Agreement;
       2. The Association has materially failed to properly receive, apply, manage or
          disburse any funds or has materially failed to properly comply with any
          binding instructions from donors relating to those funds;
       3. The Association has engaged in any conduct that is prohibited or subject to
          sanction under state or federal law, including any and all requirements
          applicable to tax exempt organizations;
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       4. There has been a failure by the Association or any of its officers and directors
          to comply with any conflict of interest requirements created by applicable
          state or federal law or by the governing documents or procedures of the
          Association;
       5. Any state or federal regulatory body begins any investigation of any matter
          that may have a significant financial or regulatory effect on the Association or
          upon its status as a tax exempt organization; or
       6. The Association has contracted with or entered into any business or pecuniary
          relationship with any of its board members, other than a full time employee of
          the Association, or any entity controlled directly or indirectly by the board
          member, which would reasonably be expected to provide for payment or
          benefits to that person exceeding the value of $50,000 in any calendar year;
          The previous sentence creates a duty for the Association to report any such
          transaction but does not suggest or imply that all such transactions are either
          prohibited or permitted.

The Alumni Association’s President shall submit to the University President and to the
IHL a signed certification statement annually, before January 31 of each year, which
affirmatively states that the Alumni Association has examined its donor records and
business transactions occurring during its fiscal year ending within the prior calendar
year, and that to the best of its knowledge, there is no evidence that any Reportable
Events occurred, other than those which have been duly reported to the President of the
University and the IHL, as required in Article 7.2 above. In this certification the
Association’s chief executive officer shall re-affirm that, in the event he/she becomes
aware of any such Reportable Events, the Alumni Association chief executive officer will
immediately notify, in writing, the President of the University.

The Alumni Association is required to submit the annual audited financial statements to
the IEO and agrees that such information will be forwarded by JSU to the IHL by each
December 1 [to allow compliance with Governmental Accounting Standards Board
(GASB) 39] along with a list of Alumni Association offices, directors, or trustees.
The Alumni Association must furnish to the IEO or JSU, any and all information relating
to operation or management of the JSUNAA and any funds contributed to, received by,
expended by, or managed by JSUNAA.

Ordinarily, the IHL Board will not request information from JSUNAA and will allow the
IEO to oversee the compliance by JSUNAA with the Affiliation Agreement and to
determine that funds are being appropriately received, managed, and expended. In some
circumstances, however, the IHL Board may determine it to be necessary to secure
additional information from the JSUNAA or to review appropriate records of JSUNAA.
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The JSUNAA holds funds that are intended to benefit the institutions of the state, and the
IHL Board has an interest in the proper administration of those funds. Thus, the IHL
Board may require the Entity to provide any information or allow inspection of any or all
of its records as required by the Board to determine that JSU is in compliance with the
Affiliation Agreement and that the funds held for the institution or for its benefit are
appropriately utilized and protected or for any other reason deemed prudent by the IHL
Board. No such request for information will be made by individual Board members to
JSU or the IEO.

13.    CONFLICT OF INTEREST POLICY

The Alumni Association shall adopt a conflict of interest policy, which applies to all
directors, officers, and staff members. The Conflict of Interest Policy or Policies shall
comply with all legal requirements for such policies as applicable to organizations
described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
Additionally, said policy shall require the following: that at least thirty (30) days before
the annual meeting, all directors officers and staff members shall be notified of their
obligations to agree to abide by the Conflict of Interest Policy; all directors shall have the
continuing responsibility to bring all related material facts concerning a potential or real
conflict of interest promptly and completely to the Board; a director shall not vote or
participate in the deliberation of a matter in which such director has a conflict of interest,
nor shall such director use his/her personal influence, directly or indirectly in the matter,
or be counted in determining the existence of a quorum for the purposes of any action of
the Board.

14.    INDEPENDENT ENTITY

The Alumni Association acknowledges that it is an independent entity, separate and
distinct from the University, and hereby agrees that neither the University nor the State
shall be liable for (1) the Alumni Association’s contracts, torts, or other acts or
omissions, or (2) those of the Alumni Association’s trustees, directors, officers, members,
staff, or activity participants. Further, the University or the IHL Board does not govern
the Alumni Association, as an independent entity. To ensure the independence of the
Alumni Association, no IHL employee (including University employees) shall hold a
voting position on the Alumni Association’s Board unless special exception is made
through the IHL Board. Current senior University administrators should only participate
on the Alumni Association’s Board in an ex-officio, non-voting capacity. Less senior
administrators or personnel may serve on the Alumni Association’s Board without
restriction.
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If the Alumni Association, from time to time and in its best interests, needs to rely on
senior University administrators to serve as Board members of the Alumni Association,
the Parties agree to request that IHL waive this Provision 13 separation requirement as
between the Parties so as to allow no more than two (2) senior administrators of the
University to serve as Board members of the Alumni Association. Should this occur, the
University shall notify IHL in writing of the details of any such instances (including the
names of the senior administrators, the time period of their Board terms, and whether the
administrators are also officers of the Alumni Association).

15.    NONDISCRIMINATION

The parties agree that neither shall discriminate upon the basis of race, color, sex,
religion, creed, handicap/disability, national origin, sexual orientation, or upon any other
basis as may be proscribed by federal, state, or local law. Further, the Alumni
Association agrees and covenants that it shall comply with all non-discrimination laws to
which the University is, or may become, subjected.

16.    FAILURE OF LEGISLATURE TO APPROPRIATE

If University’s performance under this agreement depends upon the appropriation of
funds by the Mississippi legislature, and if the Legislature fails to appropriate the funds
necessary for performance, then University may provide written notice of such
nonappropriation and cancel this Agreement without further obligation of University.
Appropriation is a legislative act and is beyond the control of the University.

17.    MISSISSIPPI LAW

This contract shall be governed by Mississippi law. Neither party has waived any rights
to legal or equitable remedies. All limitation of liability provisions are specifically not
agreed to, whether or not they have been lined out or otherwise stricken from original
Agreement.

18.    FORCE MAJEURE (ACTS OF GOD)

If there is an act of God prevents the parties to complete an activity related to the
Agreement as written, the parties will be excused from the specific obligation that was
hampered by the act of God. However, be aware that this does not terminate the
Agreement in its entirety unless the parties agree to do so in writing.
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19.    AMENDMENT TO THE MEMORANDUM

The parties of this Agreement shall conduct an annual review of the contractual
agreement to discuss and/or propose the manner in which improvements in the
relationship or the contract between them may be made. Further, the parties understand
and agree that this Agreement may be amended by the mutual written agreement of the
parties.

20.    TERMINATION OF MEMORANDUM

The parties understand and agree that this Agreement may be terminated by the
University with 30 days notice in advance of the proposed termination date. The
University may also terminate this Agreement immediately For Cause and without Notice
provided that IHL has granted its prior agreement. The JSUNAA may not terminate the
Agreement without the prior consent of the University President and the IHL, but it may
exercise its option to not renew the Agreement for an additional term.

21.    NOTICE

The parties agree that notices to either party relating to this agreement must be in writing
and signed by the party giving it. Further, such notice shall be deemed given and
received when mailed via postage prepaid by U.S. Postal Service, registered or certified
mail, with signed return receipt or express, or accomplished by hand delivery to the
following:

If to the University:                         If to the Alumni Association:

Office of the President                       President JSU Alumni Association
Jackson State University                      Alumni Affairs
9th Floor Administration Tower                University Complex Building #17
1400 J. R. Lynch Street                       1400 J.R. Lynch Street
P.O. Box 17390                                P.O. Box 17820
Jackson, MS 39217-0280                        Jackson, MS 39217-0520

22.    LEGAL COMPLIANCE AND SEVERABILITY

The parties agree to comply with all applicable state and federal laws as well as valid
regulations. If any provision of this agreement is determined to be in violation of an
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applicable law, then the unlawful portion of that provision shall be considered void
without any affect on the continuing validity of other provisions or of the entire
agreement.

23.    MODIFICATIONS

The parties agree that no changes or modifications to this Agreement shall be made
without the written consent and approval of each of the parties.

24.    IRRECONCILABLE DIFFERENCES

Upon termination and/or non-renewal of this Agreement, (1) the Alumni Association
shall cease to use and shall not assign or delegate the authority to use the University’s
name or registered marks or logos to any person or entity without the written approval of
the President, (2) the Alumni Association shall remit any and all unrestricted funds held
for the benefit of the University to such entity as designated in writing by the President
on behalf of the University, (3) the Alumni Association shall work in concert with its
members and/or donors, to the extent practicable and allowed by law, to move any
restricted funds held for the benefit of the University to such entity as designated in
writing by the President on behalf of the University, (4) the Alumni Association shall
work in concert with persons or entities with which it had contractual relations to the
extent practical and allowed by law, to assign any contracts to such entity as designated
by the University President; and (5) the Alumni Association shall work in concert with
the University to provide the University or its designee with records and materials of the
Alumni Association necessary to continue the business and/or wind up the affairs of the
Alumni Association.

The Alumni Association agrees to cease using the University’s name, marks, and logos in
the event the Association dissolves, ceases to be a non-profit corporation, ceases to be
recognized as a tax exempt entity under Section 501(c)(3) of the Internal Revenue Code,
or this Agreement is terminated.

The University and the Alumni Association expect there to exist a cooperative
relationship between them. In the event that the University President determines that
such cooperation is not in place and is thus, in the President’s view, detrimental to the
well being of the University, the President shall notify the IHL to allow the IHL to
intervene to reconcile the parties. However, if the IHL determines and notifies the
President that it is in the best interest of the University to substitute new members of the
Board of Directors of the Alumni Association, the President may direct that at the
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      expiration of a ninety-day period, the terms of office of 100% of the total number of
      Directors shall be deemed to have expired. Upon such event, a five-person Commission
      shall be selected as follows: (1) one member shall be the President or his designee, (2)
      one member shall be the University’s Executive Director of Alumni Affairs, (3) one
      member shall be the President of the Association, (4) one member shall be the president-
      elect of the Alumni Association, and (5) one member appointed within and by the group
      of donors to the University whose lifetime total giving to the University exceeds $25,000;
      however, this donor group may not appoint as a member of the Commission anyone who
      at the time of such appointment is serving as (i) a University employee or (ii) an
      employee, officer, trustee, or director of any University affiliated support organization or
      foundation The Commission shall then appoint, by majority vote, members to the Board
      of Directors to replace the Directors whose terms shall be deemed to have expired.
      However, nothing in this Agreement shall preclude or require the Commission from
      appointing prior members of the Association’s Board. The Alumni Association agrees to
      amend its Bylaws as necessary to comply with this provision regarding the expiration and
      appointment of Board members in the unlikely event of an irreconcilable relationship.

      Jackson State University                      Jackson State University National
                                                    Alumni Association
      ___________________________                   __________________________
      Leslie Burl McLemore, President               Terry Woodard, President
      ___________________________                   __________________________
      Date                                          Date____________

      STAFF RECOMMENDATION:                 Board staff recommends approval of this item.

10.   JSU - APPROVAL OF PROPOSED AFFILIATION AGREEMENT BETWEEN
      JACKSON STATE UNIVERSITY AND THE JACKSON STATE UNIVERSITY
      DEVELOPMENT FOUNDATION

      Jackson State University (JSU) requests Board approval of the below proposed
      affiliation agreement between JSU and the JSU Development Foundation. The proposed
      agreement meets the requirements of Board Policy 301.0806 Foundation/Affiliated Entity
      Activities.

              This Agreement is made and entered into effective this 1st day of January, 2011 (the
      effective date) by and between Jackson State University, a state institution of higher
      learning, organized and existing under the laws of the State of Mississippi (the
      “University”), and the Jackson State University Development Foundation, Inc., a not-for-
      profit corporation duly chartered pursuant to the laws of the State of Mississippi (the
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“Foundation”). This Agreement is designed to govern the relationship between the
University and the Foundation by setting forth the terms and conditions under which the
University will provide certain support and services for the Foundation and the Foundation
will provide certain support and services for and on behalf of the University.

        The provisions of this Agreement shall apply to any and all entities owned or
controlled by the Foundation, with the exception of a special purpose entity created for the
sole and specific purpose of utilization as a financing vehicle for the private financing of
university auxiliary facilities by a private developer using the alternate dual-phase design-
build privately financed construction method, as specially authorized by Miss. Code Ann.
Section 37-101-41, et seq. (1972), as amended. If the use/purpose of any such special
purpose entity ever changes, the special purpose entity would then be required to comply
with any and all provisions of the Agreement between the University and Foundation which
owns the special purpose entity.

                                     PREAMBLE

WHEREAS, the Foundation has been established as a not-for-profit, educational and
charitable organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended, for the purposes outlined in its Articles of Incorporation and Bylaws.

WHEREAS, the University has the authority and right to enter into agreements with
affiliated 501(c) (3) not-for-profit organizations, subject to the Institutions of Higher
Learning Board of Trustees (the “Board” or “IHL”) Policy 301.0806 (the “Policy”);

WHEREAS, the Board Policy acknowledges that the independent nature of the Foundation
provides flexibility to the University in fiscal management and responsiveness;

WHEREAS, the Foundation has the responsibility under its mission statement and as a not-
for-profit corporation to use its resources in a responsible and effective manner to operate
exclusively for the benefit of the University and its students, alumni, faculty and staff to
promote, encourage and assist all forms of educational, scientific, literary, research and
service activities provided by the University, all for the public welfare as outlined in its
Charter of Incorporation;

WHEREAS, the Foundation, in connection with its major gift fundraising and asset
management activities, utilizes personnel experienced in both planning and management of
solicitation of private contributions and the investment, accounting and disbursement of
these assets;
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WHEREAS, the University and the Foundation anticipate that the Foundation will provide
the University with specified services and facilities in carrying out its mission; and

WHEREAS, the University and the Foundation desire to define the arrangement concerning
services, facilities, premises and activities in support of each other as set forth in this
Agreement; and

WHEREAS, the President of the University (hereinafter referred to as the "President")
believes that it is in the best interest of the University for fund raising to be coordinated
through the Foundation to increase efficiency and to expand the current sources of support
for the University and desires to engage the services of the Foundation in accordance with
the terms and conditions more fully set forth herein below.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained
herein and for good and valuable consideration, the adequacy of which is hereby
acknowledged, the University and the Foundation do hereby agree as follows:

             ARTICLE 1. UNIVERSITY PERSONNEL AND SERVICES

        1.1     The Foundation may utilize, with the approval of the University President,
which approval shall not be unreasonably withheld, such University administrative,
professional and other employees from time to time as are needed to carry out the
purposes of the Foundation. Specifically, the University President, and the Foundation
agrees, that the JSU Office of Institutional Advancement shall serve the management
purposes for the Foundation, subject to available funding.

        1.2     The Foundation shall reimburse the University for expenses the University
incurs as a result of Foundation operations, if those expenses would not otherwise have
been incurred by the University, specifically including telephone, mail and other such
services provided on a monthly basis. The rate shall be the rate that is charged to
University departments for such services.

        1.3      The University shall provide support services to the Foundation of the
type provided to University departments on a cost reimbursement basis including, but not
limited to, utilities, telephone, fiber optic Internet cable connection, custodial services,
printing and publication services, motor pool and, to the extent permitted by law, use of
the University mail system and protection of the Department of Public Safety.
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        1.4    In exchange for the benefits/consideration received by the University from
the Foundation, the University shall provide Foundation employees staff identification
cards, parking privileges, admittance to athletics and entertainment events, health
services benefits and access to the University’s library and to its recreation and fitness
programs, at the same rates and under the same terms as those benefits and facilities are
made available to University administrators and other employees.

        1.5     The University designates the Foundation as the primary entity for
receipting, acknowledging, accounting for and managing its funds, as well as for
researching, identifying and maintaining biographical and giving records of potential and
actual donors. The Foundation must manage all funds under its control in a fiscally
sound and prudent manner. In consideration for these services being provided by the
Foundation, the Foundation, with the consent of the University, which consent shall not
be unreasonably withheld, may use a percentage of the annual unrestricted funds, assess
fees for services, or impose charges against managed funds to support its operations.
The University shall also reimburse the Foundation for the cost of any donations received
for items such as wire fees and credit card fees on gifts received. Additionally, the
University will provide, as consideration for services provided, personnel necessary for
the performance of the Foundation’s duties, which personnel shall be selected, hired, or
fired by the University. Such personnel shall include the JSU Office of Institutional
Advancement, which shall serve as the management entity of the Foundation. If the
Foundation is unable to financially operate based upon the funding stated above, the
University and Foundation agree to negotiate in good faith for additional consideration,
whether in kind or otherwise, subject to available University funding and for an amount
not to exceed the value of services.

        1.6     The University President shall serve ex officio as a non-voting member of
the Foundation’s Board of Directors. No other University employee or other persons
directly or indirectly employed by the IHL shall serve as a voting member of the
Foundation’s Board of Directors.

        1.7     Annually, the University President shall certify to the Foundation a list of
University employees who are authorized to request disbursements from the Foundation.
Requests by a duly certified University employee shall constitute a representation or
certification by the University employee that the disbursement being requested has been
approved in accord with established University procedures.

         1.8    The University President shall submit a request to the Foundation for
utilization of University unrestricted gifts received by the Foundation in the following
fiscal year. The Foundation shall, consistent with the goals and priorities established by
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the University, incorporate the University’s request into its operating budget and may
allocate unrestricted gifts accordingly to the extent funds are available. In addition to
unrestricted funds, the University President and/or the Executive Director of JSU's Office
of Institutional Advancement shall routinely update key Foundation personnel on the
University initiatives involving private support to ensure that Foundation and University
personnel are informed of fund-raising needs and objectives. The Foundation will not
solicit or accept gifts which are inconsistent with the University’s mission, goals, or
objectives.

        1.9    The University’s name and registered marks and logos have great
economic and public relations value to the University, its faculty, staff, alumni and
students. The Foundation shall not assign or delegate the authority to use University’s
name or registered marks or logos to any person or entity without the written approval of
the President of the University or the JSU Office of Contractual Services, if delegated
from the President. To assist the Foundation in discharging its obligations under this
Agreement and in soliciting, developing and generating private and corporate support for
the University, the University grants the Foundation the following rights:

                1.9 (a) A non-exclusive, non-transferable license to use University
trademarks, service marks and logos consistent with University policy, including but not
limited to a license to use marks developed by the University for use by the Foundation.
                1.9 (b) An non-exclusive, non-transferable license to use University
trademarks, service marks and trade names historically associated with the Foundation.
                1.9 (c) The designation of the Foundation as a University affiliated entity.
                1.9 (d) Such other rights, privileges or benefits as the University
President, in his/her sole discretion, may determine will assist the Foundation in
discharging its obligations under this Agreement.

                 ARTICLE 2. FOUNDATION OBLIGATIONS

        2.1     The Foundation’s primary purpose is to provide support to the University
in accord with the provisions of its Articles of Incorporation and By-laws, which support
includes, but is not limited to, researching, raising, receiving, acknowledging, investing,
accounting for and administering funds for the University to use for its charitable,
scientific and educational purposes.

         2.2   The Foundation, acting through its Board of Directors and/or staff, shall
assist the University’s Office of Institutional Advancement in its fund-raising activities
and development programs with individuals, corporations, foundations, governmental
and other external organizations. The Foundation will coordinate management and
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recognition of scholarship programs with JSU offices, including Student Financial Aid,
the Registrar’s Office, the Honors Program Office, the Provost Office and other
University Colleges or departments as necessary.

         2.3    The Foundation, acting through its Board of Directors and/or staff, shall
solicit and transfer funds for the purchase of University equipment and supplies; for the
construction, renovation and improvement of the University’s physical facilities; for the
support of faculty, staff and student travel and research; for the support of faculty
professorships, lectureships and endowed chairs; for the support of student scholarships;
and for the support of other educational, research, cultural, scientific, public service and
charitable programs and activities. When soliciting funds on behalf of the University, the
Foundation agrees to accept only those gifts that are consistent with the University’s
missions, goals and obligations.

        2.4     The Foundation shall receipt, acknowledge and express appreciation for
all contributions of donors made on behalf of the University or of the Foundation, and
shall keep accurate and current records of all such contributions made directly to the
University or to the Foundation. Assets of the Foundation shall be maintained pursuant
to the Uniform Management of Institutional Funds Act (UMIFA) or Uniform Prudent
Management of Institutional Funds Act (UPMIFA) as promulgated by the State of
Mississippi. The University shall have rights of inspection of Foundation records. Such
rights shall be afforded to the IHL, if so desired.

        2.5    The Foundation may enter into contracts for professional, advisory or
other personal services in carrying out its duties, but any such contracts entered into after
the execution of this Agreement shall not exceed 2 years. The Affiliation Agreement
between the University and Foundation must be approved by the Board at least every 5
years, and whenever amended.

        2.6     The Foundation shall maintain its separate financial and accounting
records in accordance with generally accepted accounting principles applicable for its
industry. The Foundation must cause to be prepared annual financial statements of the
condition of the Foundation, which shall include such detail as the IHL Board may from
time to time require. The Alumni Association must also engage a Certified Public
Accounting (CPA) firm to perform annual audits of its annual financial statements. The
Foundation shall submit the audited financial statements, along with a list of its officers,
directors or trustees, not later than five months following the completion of the
Foundation’s fiscal year, to the University’s President and to IHL. However, the annual
audited financial statements may be required for inclusion in the State of Mississippi’s
Comprehensive Annual Financial Report (CAFR). If required to submit the annual
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audited financial statements for inclusion in the CAFR, as determined by the IHL Board’s
Deputy Commissioner of Finance and Administration and the external auditing firm hired
to perform the annual IHL system audit, the Foundation must submit the annual audited
financial statements to the President and IHL, along with a list of its officers, directors or
trustees, by October 15 of each year. The IHL Board’s Deputy Commissioner of Finance
and Administration shall notify the Foundation of the applicability of the October 15
deadline as far in advance of the deadline as possible each year. The CPA firm to be
utilized must be approved by the IHL Board and all requests for approval of the CPA
firm must be submitted to the IHL Board for approval not later than three months prior to
the end of the Foundation’s fiscal year for which the audit will be conducted. Unless
approval is specifically granted for multiple years, approval of a firm by the IHL Board
for one year does not constitute approval for other years, and requests for approval of the
CPA firm must be submitted on an annual basis. However, at the request of the
Foundation, the President of the University, with the approval of the IHL Board, may
grant a request of the Foundation to waive the requirement of an annual audit by a CPA
firm on a showing of adequate grounds, such as a showing that the assets of the
Foundation are so limited as to make the expense of engaging a CPA firm to perform an
audit financially burdensome and unnecessary. Such a waiver may be conditioned upon
such other review of the financial records of the Foundation in lieu of an audit as the
University and the IHL may deem feasible. Such a request for a waiver must be
accompanied by (a) the most recent annual audited financial statements of the Foundation
(if any exist), (b) the financial statements of the most recently completed fiscal year, (c) a
written description of how the Foundation anticipates that the year-end financial
statements for the current year will differ from the financial statements as of the end of
the most recently completed fiscal year, and (d) a good faith estimate of the cost of
engaging an auditor with respect to the statements. The granting of any request to waive
the requirement of an annual audit by a CPA firm approved by the IHL is within the sole
discretion of the University and the IHL Board. Any waiver of the audit requirement will
apply only for one year, and any request to waive the requirement for the next year
should be submitted as outlined above.

        2.7     The Foundation acknowledges and agrees that the University owns all
copyright, interest in and right to all trademarks, trade names, logos and service marks
developed by the University for use by the Foundation, including all such trademarks,
service marks and trade names historically associated with the Foundation.

        2.8     The Foundation shall maintain a conflict-of-interest policy that complies
with all requirements of Miss. Code Ann. §79-11-269 (1972), as amended from time to
time.
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        2.9     The Foundation shall immediately deposit into the appropriate University
account, or at a minimum notify the chief financial officer of the University in regard to,
any funds which are sent to the Foundation but which are clearly intended to be funds
designated for a University account. All gifts made to the University shall be accounted
for and ownership maintained by the University, even though they may be managed by
the Foundation.

       2.10 The Foundation shall perform any and all other acts and activities on
behalf of the University, as the Foundation deems appropriate, in carrying out the
purposes and mission of the University, so long as consistent with the governing
documents of the Foundation and not in conflict with any provision of this Agreement.

       2.11 The Foundation CEO shall promptly notify the University President and
the IHL, in writing, if any of the following events (“Reportable Events”) occur:

       1. The Foundation has materially breached any of its contractual obligations
          under the Agreement;
       2. The Foundation has materially failed to properly receive, apply, manage or
          disburse any funds or has materially failed to properly comply with any
          binding instructions from donors relating to those funds;
       3. The Foundation has engaged in any conduct that is prohibited or subject to
          sanction under state or federal law, including any and all requirements
          applicable to tax exempt organizations;
       4. There has been a failure by the Foundation or any of its officers and directors
          to comply with any conflict of interest requirements created by applicable
          state or federal law or by the governing documents or procedures of the
          Foundation;
       5. Any state or federal regulatory body begins any investigation of any matter
          that may have a significant financial or regulatory effect on the Foundation or
          upon its status as a tax exempt organization; or
       6. The Foundation has contracted with or entered into any business or pecuniary
          relationship with any of its board members, other than a full time employee of
          the Foundation, or any Foundation controlled directly or indirectly by the
          board member, which would reasonably be expected to provide for payment
          or benefits to that person exceeding the value of $50,000 in any calendar year;
          The previous sentence creates a duty for the Foundation to report any such
          transaction but does not suggest or imply that all such transactions are either
          prohibited or permitted.
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        2.12 If requested by the University, the Foundation shall provide any and all
information and allow inspection of all records relating to the operation or management
of the Foundation or any funds contributed to, received by, expended by or managed by
the Foundation. To the extent that information is inspected, reviewed or received by the
President of the University or his/her designees with respect to the identity of donors who
have expressly stated they wish to remain anonymous, or with respect to any information
relating to the identification, cultivation and solicitation of donors, or with respect to
personal, commercial, or proprietary information relating to a donor or his/her family or
business, such information shall be treated as confidential by the President and any
designee who may acquire such information. The University is expected to take
appropriate safeguards to assure that such information is utilized or disseminated only in
a manner that is appropriate under the circumstances. Such inspection rights are also
extended to the IHL acting upon its minutes, however, it is understood that the
appropriate extent of any disclosure or other use of the information is in the discretion of
the IHL and, further, any decision to release any personal, commercial, or proprietary
information or to release any information that would identify any particular donor shall
only be made by the IHL acting upon its minutes.

       2.13 The Foundation shall provide such other services as may be reasonably
requested by the University to effectively conduct the programs and provide the services
contemplated herein, provided such other duties shall not conflict with the Foundation’s
mission or applicable laws.

                           ARTICLE 3. COMPLIANCE

        3.1    The Foundation shall comply with any and all federal and state laws and
regulations and shall comply with any compliance and regulatory guidelines as may be
required by the Board.

                            ARTICLE 4. REPORTING

         4.1    The Foundation shall, by December 1 of each year during this Agreement,
submit to the University President, the chief financial officer of the University, and to the
IHL its annual audited financial statements for the prior fiscal year as set forth in Section
2.6 of this Agreement. Such submission shall also include a list of Foundation officers,
directors or trustees. The Foundation shall submit an annual report providing a detailed
list of any supplemental compensation which was provided to the University for the
purpose of providing any additional compensation to administrators, faculty or other
University Employees, it being agreed that any such payments shall only be made
through the University’s payroll system and with the University President’s approval.
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Understanding that no form of additional compensation may be underwritten for the
University President or for any IHL system office employee without IHL approval, the
Foundation shall also provide documentation of approval from the IHL of any
supplemental compensation provided to the President or provided to the University for
purposes of supplementing the President’s salary.

        4.2    In order to facilitate transparency, the Foundation shall also maintain, for
public and University inspection, a copy of this Agreement along with copies of the most
recent annual audited financial statements, Form 990, By-laws, Charter, a listing of the
members of its Board of Directors, its conflict of interest policy, and its investment
policy.

        4.3     The Foundation CEO or President shall submit to the President of the
University and the IHL a signed certification statement annually, before January 31 of
each year, which affirmatively states that the Foundation has examined its donor records
and business transactions occurring during its fiscal year ending within the prior calendar
year, and that to the best of its knowledge, there is no evidence that any Reportable
Events occurred, other than those which have been duly reported to the President of the
University and the IHL, as required above. The Foundation CEO shall re-affirm that, in
the event he/she becomes aware of any such Reportable Events, the Foundation CEO will
immediately notify, in writing, the President of the University.

         4.4    The IHL Board may require the Foundation to provide information or
allow inspection of its records as required by the Board to determine that the Foundation
is in compliance with the Affiliation Agreement and that the funds held for the institution
or for its benefit are appropriately utilized and protected. No such request for
information will be made by individual Board members to the Foundation or the
University President.

         As a matter of general policy, the Board will attempt, when appropriate, to resolve
any issues or concerns about the activities of any Foundation informally. the Board may
determine by appropriate action, at a duly called meeting of the Board, that informal
measures are or will be untimely, insufficient, or inappropriate to secure information
necessary to allow the Board to determine that the Foundation is appropriately complying
with the Affiliation Agreement and that funds intended to be used for the benefit of the
institution are appropriately maintained and expended. If the Board makes such a
finding, the Foundation will permit an audit, inspection or review of the financial and
other records of the entity by persons selected by the Board, which persons shall have the
power to determine the appropriate scope of the investigation and the records to be
examined, and that the Foundation will fully cooperate with any such inquiries.
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        As noted above, it is the policy of the Board that it will not unnecessarily disclose
or disseminate any information relating to the Foundation, and in particular, any
information related to donors to the Foundation. However, the final determination as to
the appropriate extent of any disclosure or other use of the information is in the discretion
of the Board. No individual Board member or employee of the IHL will release
information which identifies any particular donor without authorization from the Board.

                ARTICLE 5. TERMINATION AND RENEWAL

       5.1    This Agreements shall expire on December 31, 2015, if not renewed by
mutual consent of the parties before that date.

       5.2     The University may terminate this Agreement without cause with thirty
(30) days written notice to the Foundation and with the prior approval of the IHL, acting
upon its minutes.

       5.3     The University may terminate this Agreement for cause, without notice to
the Foundation but with notice to the IHL and prior approval of the IHL, acting upon its
minutes. The Foundation may not terminate this agreement without the consent of the
President and the IHL Board, as required by IHL Bylaw 301.0806 (H).

        5.4     Upon termination and non-renewal of this Agreement, (1) the Foundation
shall cease to use and shall not assign or delegate the authority to use the University’s
name or registered marks or logos to any person or entity without the written approval of
the President, (2) the Foundation shall remit any and all unrestricted funds held for the
benefit of the University to such entity as designated in writing by the President on behalf
of the University, (3) the Foundation shall work in concert with its donors, to the extent
practicable and allowed by law, to move any restricted funds held for the benefit of the
University to such entity as designated in writing by the President on behalf of the
University, (4) the Foundation shall work in concert with persons or entities with which it
had contractual relations to the extent practical and allowed by law, to assign any
contracts to such entity as designated by the University President; and (5) the Foundation
shall work in concert with the University to provide the University or its designee with
records and materials of the Foundation as are necessary to continue the business and/or
wind up the affairs of the Foundation.

        5.5     The Foundation agrees to cease using University’s name, marks, and logos
in the event that the Foundation dissolves, ceases to be a non-profit corporation or ceases
to be recognized by the Internal Revenue Service as a tax exempt entity under Section
501(c)(3) of the Internal Revenue code.
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        5.6     The University and Foundation expect there to exist a cooperative
relationship between them. In the event that the University President determines that
such cooperation is not in place and is thus, in the President’s view, detrimental to the
well being of the University, the President shall notify the IHL to allow the IHL to
intervene to reconcile the parties. However, if the IHL determines and notifies the
President that it is in the best interest of the University to substitute new members of the
Board of Directors of the Foundation, the President may direct that at the expiration of a
ninety-day period, the terms of office of 100% of the total number of Directors shall be
deemed to have expired. Upon such event, a five-person Commission shall be selected as
follows: (1) one member appointed by the University President, (2) one member
appointed by the IHL, (3) one member appointed by the Board of Directors of the JSU
Development Foundation, (4) one member appointed by a majority vote of the Board of
Directors of the JSU National Alumni Association, and (5) one member appointed within
and by the group of donors to the University whose lifetime total giving to the University
exceeds $25,000; however, this donor group may not appoint as a member of the
Commission anyone who at the time of such appointment is serving as (i) a University
employee or (ii) an employee, officer, trustee, or director of any University affiliated
support organization or foundation. The Commission shall during the ninety day period
appoint, by majority vote, members to the Board of Directors of the Foundation to
replace the Directors whose terms shall be deemed to have expired. The reconstituted
Board of Directors shall then elect new officers of the Foundation.

         5.7     In the unlikely event that the Commission, as described in 5.6 above, shall
appoint a new Board of Directors for the Foundation, it is expressly understood that any,
or all, of the previous Foundation board members may be reelected by this Commission
to serve.
                  ARTICLE 6. MISCELLANEOUS PROVISIONS

       6.1    This Agreement shall be construed, governed, interpreted and applied in
accordance with the laws of the State of Mississippi.

        6.2    The parties agree that the Foundation is not the agent or employee of the
University, and nothing in this Agreement creates an employment or other agency
relationship between the parties.

        6.3     Neither the University nor the Foundation shall have any liability for the
obligations, acts, or omissions of the other party.

       6.4      The parties agree that the Foundation is a private, independent entity and,
as such, is not governed by the IHL, but rather has its own governing Board of Directors.
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Accordingly, to the extent permitted by the laws of the State of Mississippi applicable to
a public institution of higher learning, each party to this Agreement shall be responsible
for its own obligations, acts or omissions.

        6.5    The University and Foundation agree that the Foundation’s donor and
giving records and any other financial or commercial information possessed by the
Foundation or provided by the Foundation to the University concerning individuals or
corporations that provide Foundation financial support are confidential and proprietary.
Notwithstanding Section 2.12 above, unless required to disclose such information by
applicable law, the University and Foundation agree not to disclose to third parties and to
keep confidential the giving records, giving history and financial or commercial
information of individuals and corporations that provide financial support to the
Foundation.

        6.6     In the performance of this Agreement, the Foundation shall not deny
employment opportunities to any person on the basis of race, color, religion, ethnic group
identification, sex, age, physical or mental disability, medical condition, or veteran’s
status. The Foundation agrees to comply with all non-discriminatory laws and policies
that the University promulgates and to which the University is subject.

        6.7     The parties hereto acknowledge that this Agreement sets forth the entire
agreement and understanding of the parties hereto as to the subject matter hereof, and
shall not be subject to any change or modification except by the execution of a written
instrument subscribed to by the parties hereto.

       6.8     The provisions of this Agreement are severable, and in the event that any
provisions of the Agreement shall be determined to be invalid or non-enforceable under
any controlling body of the law, such invalidity or non-enforceability shall not in any
way affect the validity or enforceable nature of the remaining provisions hereof.

        6.9     The failure of either party to assert a right hereunder or to insist upon
compliance with any term or condition of the Agreement shall not constitute a waiver of
that right or excuse a similar subsequent failure to perform any such term or condition by
the other party.

       6.10 This Agreement shall not be assigned or otherwise transferred by either
party without the prior written consent of the other, which consent shall not be
unreasonably withheld.
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        6.11 The Foundation’s obligations pursuant to this Agreement shall also
extend, as applicable, to any entity it owns or controls, including any subsidiary entities
to the Foundation.

      6.12 The parties agree to amend their Bylaws or policies as necessary to
conform with the requirements of this Agreement.

                              ARTICLE 7. NOTICE

         7.1      Any notice to either party hereunder shall be in writing signed by the party
given it, and shall be deemed given when mailed postage prepaid by U.S. Postal Service
first class, certified or overnight mail, or when sent by Federal Express or a comparable
service, or hand-delivered, when addressed as follows:

To the University:                                    To the Foundation:
Leslie Burl McLemore, Ph.D.                           Mr. Leland Speed
President                                             Chairman of the Board of Directors
Jackson State University                              JSU Development Foundation
P.O. Box                                              P.O. Box 17144
Jackson, MS 39217                                     Jackson, MS 39217

or to such other addressee as may be hereafter designated by written notice.

       IN WITNESS WHEREOF, the University and the Foundation, acting through the
President of the University and the President and/or Chief Executive Officer of the
Foundation, respectively, execute this Agreement on this the 1st day of January, 2011.

JACKSON STATE UNIVERSITY                       JACKSON STATE UNIVERSITY
DEVELOPMENT FOUNDATION

By: ____________________________               By: _______________________________
Leslie Burl McLemore, Ph.D.                    Leland Speed, Chairman of the Board
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                           ACKNOWLEDGMENT


State of Mississippi
County of Hinds

        Personally appeared before me, the undersigned authority in and for the
jurisdiction aforesaid, Leslie Burl McLemore, Ph.D, known by me to be the President of
Jackson State University, who executed the aforesaid Agreement, on this the ______ day
of ___________________, 2011, on behalf of Jackson State University, being duly
authorized so to do.
                                            _______________________________
                                            Notary Public

My Commission Expires:
_______________________


                            ACKNOWLEDGMENT

State of Mississippi
County of Hinds

        Personally appeared before me, the undersigned authority in and for the
jurisdiction aforesaid, the within named _________________, known by me to be the
Chairman of the Board of Directors of the Jackson State University Development
Foundation, who executed the aforesaid Agreement on this the ________ day of
__________________, 2011, for and on behalf of The Foundation, being duly authorized
so to do.
                                      _________________________________
                                      Notary Public

My Commission Expires:
________________________

STAFF RECOMMENDATION:               Board staff recommends approval of this item.
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11.   MSU - APPROVAL OF PROPOSED AFFILIATION AGREEMENT BETWEEN
      MISSISSIPPI STATE UNIVERSITY AND MISSISSIPPI STATE UNIVERSITY
      ALUMNI, INCORPORATED

      Mississippi State University (MSU) requests Board approval of the below proposed
      affiliation agreement between MSU and MSU Alumni, Incorporated. The proposed
      agreement meets the requirements of Board Policy 301.0806 Foundation/Affiliated Entity
      Activities.

      THIS AFFILIATION AGREEMENT ("Agreement") is entered into as of the ____
      day of _______, 2010, by and between MISSISSIPPI STATE UNIVERSITY
      ("University") and MISSISSIPPI STATE UNIVERSITY ALUMNI, INCORPORATED
      ("Alumni") A.K.A. MISSISSIPPI STATE UNIVERSITY ALUMNI ASSOCIATION.

              WHEREAS, the University is an institution of higher education and an agency of
      the State of Mississippi; and

              WHEREAS, the Alumni is a Mississippi non-profit corporation which is
      recognized as tax exempt under Section 501(c)(3) of the Internal Revenue Code and
      which has the purpose of maintaining records on and keeping in touch with University
      alumni and friends, facilitating communication with those persons, and generating and
      retaining support for the educational, research and service missions of the University; and

              WHEREAS, the President of the University ("President") believes that it is in the
      best interest of the University for all alumni relations and record-keeping to be
      coordinated through the Alumni to increase efficiency and to expand the alumni support
      for the University and desires to engage the services of the Alumni in accordance with
      the terms and conditions more fully set forth herein below;

              WHEREAS, the University has the authority and right to enter into agreements
      with affiliated 501(c)(3) not-for-profit organizations, subject to the Institutions of Higher
      Learning Board of Trustees (the “Board” or “IHL”) Policy 301.0806 (the “Policy”);

             NOW, THEREFORE, in consideration of the premises and the mutual covenants
      and agreements contained herein, the parties hereby agree as follows:

      Relationship of Parties. The Alumni is a not-for-profit corporation, organized under the
      laws of the State of Mississippi. In accordance with its Articles of Incorporation, the
      Alumni is to be administered and operated exclusively for the benefit of the University
      and its alumni and friends. However, the Alumni is not a subsidiary or affiliate of the
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University and is not directly or indirectly controlled by the University or the Board of
Trustees of State Institutions of Higher Learning. The independent Board of Directors of
the Alumni is entitled to make all decisions regarding the business and affairs of the
Alumni. Moreover, the assets of the Alumni are the exclusive property of the Alumni
and do not belong to the University. The resources of the Alumni are committed and
disbursed at the discretion of the Alumni's Board of Directors in accordance with donor
directions and with Alumni policy developed and updated as needed in cooperation with
the University. No University employee or other persons directly or indirectly employed
by IHL shall serve as a voting member of the Board of Directors of the Alumni, but may
serve as an ex-officio non-voting member.

Alumni Services. During the term of this Agreement, the services to be performed by
the Alumni hereunder shall include, but not be limited to:
Maintaining address and other necessary digital records on University alumni and
friends;

Establishing and maintaining contact with University alumni and friends, keeping them
informed of and involved in University and alumni activities;

Developing and coordinating effective programs to strengthen the relationship between
alumni and friends of the University, resulting in the generation of financial and other
support for the University;

Assisting the University, after seeking its input, in activities, events, projects and
programs which involve University alumni or in which the University requests to have
alumni involvement;
Promoting the University to outside constituencies through the publication of the
Mississippi State Alumnus magazine;

Rendering reports to University IEO upon reasonable request regarding alumni, the
alumni activities including financial statements, and the activities of the Alumni in
performing any and all of the duties described herein or duties otherwise requested by the
University;

Complying with applicable state and federal laws;

Adopting and maintaining a conflict of interest policy;
Adopting and maintaining a mission statement consistent with some aspect of the mission
and priorities of the University; and
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Performing such other duties as the University may reasonably request as necessary or
desirable related to alumni of the University

University Obligations. For all services rendered by the Alumni under this Agreement,
and in consideration of the agreements of the Alumni contained herein, the University
shall, at no additional cost to the Alumni, during the term of this Agreement:

Provide to the Alumni all personnel necessary for the performance of its duties under this
Agreement; such personnel shall be selected, hired, and discharged by the University in
cooperation with the Alumni; the compensation of such personnel, together with all
fringe benefits, employment taxes, and other costs thereof, shall be set and paid by the
University; all such personnel shall be under the full supervision and control of the
University and shall for all purposes be considered employees of the University.

Keep, through its president, the Alumni apprised of the University’s needs and priorities.

Reimburse the Alumni for certain reasonable business expenses, which the Alumni may
incur on the University's behalf.

Financial Statements. The Alumni shall maintain financial and accounting records which
shall include such detail as the IHL may require in accordance with Generally Accepted
Accounting Principles, which records shall be maintained separately from the records of
the University. These financial records shall be audited annually by a Certified Public
Accounting firm engaged for that purpose by the Alumni and approved by the IHL. The
Alumni shall submit annual audited financial statements for inclusion in the State of
Mississippi's Comprehensive Annual Financial Report ("CAFR") as determined by the
IHL Board's Deputy Commissioner of Finance and Administration and the external
auditing firm hired to perform the annual IHL system audit to the President and to the
IHL, along with a list of Alumni officers and directors by October 15 of each year. A
request for approval of the CPA firm shall be submitted to the IHL Board on an annual
basis not later than three months prior to the end of the Alumni's fiscal year for which the
audit will be conducted unless approval is specifically granted for multiple years.

Confidential Records. The Alumni is not engaged in the solicitation or management of
gifts for or on behalf of the University. If requested by the University, the Alumni shall
provide any and all information and allow the inspection of all records relating to the
operation or management of the Alumni or any funds received by, expended by or
managed by the Alumni. To the extent that information is inspected, reviewed, or
received by the President or his designee with respect to the mutual covenants and
agreements outlined in royalty contracts negotiated with Alumni affinity partners shall be
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treated as confidential by the President and any designee who may acquire such
information. The University shall take appropriate safeguards to assure that such
information is utilized or disseminated only in a manner that is appropriate under the
circumstances. Such inspection rights are also extended to the IHL acting upon its
minutes; however, it is understood that the appropriate extent of any disclosure or other
use of the information is in the discretion of the IHL and, further, any decision to release
the contents of Alumni affinity partner contracts shall be made by IHL, acting upon its
minutes.

Certain information maintained in furtherance of the Alumni’s activities is recognized to
be the property of the Alumni and, as such, is confidential, whether in paper or electronic
format. The parties acknowledge that the Alumni's records are the exclusive property of
the Alumni, regardless of the file, server or computer in which the records reside. To the
extent information shared with the University may be protected from disclosure, the
University will take all necessary action to protect such information under available
statutory exceptions if disclosure would result in a breach of confidence by the Alumni or
public disclosure of private information.

Communications. The President of the University shall be responsible for
communicating to the Alumni priorities and long-term plans of the University. The
parties shall work together to encourage communications between members of the Board
of Trustees of Institutions of Higher Learning and the Board of Directors of the Alumni
to include periodic meetings between the members of the Board of Trustees, the President
of the Alumni, and the President of the University.

To provide the Directors with the appropriate information to assist them in the proper
execution of their duties and responsibilities as the Board of Directors of the Alumni, the
University shall furnish the Alumni reports, schedules and records as may be requested
by the Alumni, and the Directors of the Alumni will seek input from the President of the
University in defining major needs and priorities.

University Trademarks. The Alumni may use the name, symbols and trademarks of the
University only with prior written permission of the University Trademark Licensing
Program office. Upon termination of this agreement, the Alumni shall be prohibited from
using the name, symbols or trademarks of the University. The Alumni agrees to cease
using the University’s name, symbols and logos in the event the Alumni dissolves, ceases
to be a non-profit corporation, or ceases to be recognized by the Internal Revenue Service
as a tax exempt entity under Section 510(c)(3) of the Internal Revenue code.
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Independent Contractor. It is understood and agreed that the Alumni, its officers,
employees, and agents, if any, shall act solely in the capacity of an independent
contractor and not as employees of or agents for the University.

Term of Agreement and Termination. Subject only to the provisions for termination as
hereinafter set forth, the initial term of this Agreement shall begin on January 1, 2011,
and end on December 31, 2015, if not renewed by mutual consent of the parties before
that date.

The University may terminate this Agreement without cause with thirty (30) days written
notice to the Alumni and with the prior approval of the IHL, acting upon its minutes.
The University may terminate this Agreement for cause, without notice to the Alumni but
with notice to the IHL and prior approval of the IHL, acting upon its minutes. The
Alumni may not terminate this Agreement without the prior approval of the University
President and the IHL.

 Upon termination or non-renewal of this Agreement, (1) the Alumni shall cease to use
and shall not assign or delegate the authority to use the University’s name or registered
marks or logos to any person or entity without the written approval of the President, (2)
the Alumni shall remit any and all unrestricted funds held for the benefit of the
University to such entity as designated in writing by the President on behalf of the
University, (3) the Alumni shall work in concert with its donors, to the extent practical
and allowed by law, to move any restricted funds held for the benefit of the University to
such entity as designated in writing by the President on behalf of the University, (4) the
Alumni shall work in concert with persons or entities with which it had contractual
relations to the extent practical and allowable by law, to assign any contracts to such
entity as designated by the President; and (5) the Alumni shall work in concert with the
University to provide the University or its designee with records and materials of the
Alumni as are necessary to continue the business and/or wind up the affairs of the
Alumni.

 In the event that the President notifies IHL that the relationship between the President
and the Alumni is detrimental to the well being of the University, IHL shall attempt to
reconcile the parties, including through mediation if advisable. However, if the IHL
determines and notifies the President that it is in the best interest of the University to
substitute new members of the Board of Directors of the Alumni, the President may
direct that at the expiration of a ninety-day period, the terms of office of up to 100% of
the total number of Directors shall be deemed to have expired. Upon such event a five
person Commission shall be selected as follows: (A) one member appointed by the
Institutional Executive Officer, (B) one member appointed the IHL, (C) one member
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appointed by the Board of Directors of the Mississippi State University Foundation, Inc.,
and (D) the two most recent living National Alumnus of the Year award winners. The
Commission shall then appoint, by majority vote, members to the Board of Directors to
replace the Directors whose terms shall be deemed to have expired which may include
former National Alumni Board Members. The reconstituted Board of Directors shall
then elect new officers of the Alumni.

Notices. Any notice, request, demand, or other communication permitted to be given
hereunder shall be in writing and shall be deemed to be duly given when personally
delivered to the National President or Executive Director of the Alumni or the President
of the University, as the case may be, when delivered by electronic mail, or when
deposited in the United States mail, by certified or registered mail, return receipt
requested, postage prepaid, at the respective addresses of the Alumni and the University
as shown below, or to such other address as either party shall designate by written notice
to the other:

As to the University:
President
Mississippi State University
P. O. Box 6018
Mississippi State, MS 39762

As to the Alumni:
Executive Director
Mississippi State University
Alumni, Incorporated
P. O. Box AA
Mississippi State, MS 39762

Assignment. Neither this Agreement nor any interest herein may be assigned,
transferred, or conveyed in whole or in part.

Applicable Law. This Agreement shall be construed, interpreted and the rights and duties
of the parties determined in accordance with the laws of the State of Mississippi.

Reportable Events and Notices

The Alumni shall promptly notify the President of the University and the IHL, in writing,
if any of the following events (“Reportable Events”) occur: investigations under the
Agreement; The Alumni has materially failed to properly receive, apply, manage or
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disburse any funds or has materially failed to properly comply with any binding
instructions from donors relating to those funds; The Alumni has engaged in any conduct
that is prohibited or subject to sanction under state or federal law, including any and all
requirements applicable to tax exempt organizations; There has been a failure by the
Alumni or any of its officers and directors to comply with any conflict of interest
requirements created by applicable state or federal law or by the governing documents or
procedures of the Alumni; Any state or federal regulatory body begins any investigation
of any matter that may have a significant financial or regulatory effect on the Alumni or
upon its status as a tax exempt organization; or The Alumni has contracted with or
entered into any business or pecuniary relationship with any of its board members, other
than a full time employee of the Alumni, or any entity controlled directly or indirectly by
the board member, which would reasonably be expected to provide for payment or
benefits to that person exceeding the value of $50,000 in any calendar year; The previous
sentence creates a duty for the Alumni to report any such transaction but does not suggest
or imply that all such transactions are either prohibited or permitted. the President of the
Alumni shall submit to the President and the IHL as signed certification statement
annually, before January 31 of each year, which affirmatively states that the Alumni has
examined its donor records and business transactions occurring during its fiscal year
ending within the prior calendar year, and that to the best of its knowledge, there is no
evidence that any Reportable Events occurred, other than those which have been duly
reported to the President and the IHL , as required above. The President of the Alumni
shall re-affirm that, in the event he/she becomes aware of such Reportable Events, the
Alumni President will immediately notify, in writing, the President of the University.

Miscellaneous.

The President of the University shall make all necessary reports tithe Commissioner of
Higher Education concerning supplemental compensation or salary supplements made by
the Alumni to administrators, faculty, athletic staff, and other employees of the
University. No form of additional compensation for the President or any IHL system
office employee be underwritten or increased by the Alumni without the prior approval of
the IHL. The request for approval shall come through the Commissioner to the IHL
Board. As to other University employees, no form of additional compensation may be
provided or paid by the Foundation without the prior approval by the President. This
provision does not apply to transfers from the Foundation to the University for items such
as professorships, chairs, and other programmatic support that are paid directly to the
University and included in its annual budget.
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A waiver by either party of any of the terms and conditions of this Agreement in any
instance shall not be deemed or construed to be a waiver of such term or condition for the
future, or any subsequent breach thereof, or of any other term and condition of this
Agreement.

Should the Alumni cease to exist, any remaining assets of the Alumni must be transferred
to another non-profit, tax exempt organization in support of the University or the
University itself. Compliance with this provision must be in compliance with applicable
IRS regulations. This Agreement constitutes the basic agreement between the parties with
respect to the services of the Alumni. This Agreement may be amended only by an
instrument in writing specifically referring to this Agreement and executed by duly
authorized representatives of both parties to this Agreement. This Agreement supersedes
the Third Amended Relationship Agreement between the Alumni and the University
dated December 2006. If any provision(s) of this Agreement shall, for any reason, be
held violative of any applicable law, and so much of said Agreement is held to be
unenforceable, then the invalidity of such specific provision(s) shall not be held to
invalidate any other provisions, which shall remain in full force and effect, unless the
absence of such invalidated provision(s) would materially alter the purpose and intent of
this Agreement. The parties acknowledge that the Alumni has, and the Alumni agrees to
keep in effect, a conflict-of-interest policy that complies with all requirements of Miss.
Code Ann. §79-11-269 (1972), as amended, entitles “Conflict of Interest Transaction.”.

After the execution of this Agreement, the maximum period of time for which this
Alumni shall enter into contracts for professional, advisory, or other personal services
shall be two (2) years. The headings of the several Sections herein are inserted for
convenience of reference only and are not intended to be a part of or to affect the
meaning or interpretation of this Agreement. This Affiliation Agreement shall also
extend, as applicable, to any entity owned or controlled by the Alumni which holds
funds or other assets for the benefit of the University.

       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
       ____________________                   __________________________
       Dr. Mark E. Keenum                     Karen Dugard Lawler
       President                              President
       Mississippi State University           Mississippi State University Alumni, Inc.

       Date:                                  Date:

STAFF RECOMMENDATION:                 Board staff recommends approval of this item.
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12.   MSU - APPROVAL OF PROPOSED AFFILIATION AGREEMENT BETWEEN
      MISSISSIPPI STATE UNIVERSITY FOUNDATION, INC.

      Mississippi State University (MSU) requests Board approval of the below proposed
      affiliation agreement between MSU and MSU Foundation, Inc. The proposed
      agreement meets the requirements of Board Policy 301.0806 Foundation/Affiliated Entity
      Activities.

      THIS AFFILIATION AGREEMENT ("Agreement") is entered into as of the ____
      day of _______, 2010, by and between MISSISSIPPI STATE UNIVERSITY
      ("University") and MISSISSIPPI STATE UNIVERSITY FOUNDATION, INC.
      ("Foundation").

              WHEREAS, the University is an institution of higher education, and an agency of
      the State of Mississippi; and

               WHEREAS, the Foundation is a Mississippi non-profit corporation, recognized as
      tax exempt under Section 501(c)(3) of the Internal Revenue Code, the purpose of which
      is to solicit, invest, manage, administer and recognize private gifts which support the
      educational, research and service missions of the University; and

             WHEREAS, the Foundation, in connection with its major gift fund-raising and
      asset management activities, utilizes personnel experienced in both planning and
      management of solicitation of private contributions and the investment, accounting and
      disbursement of these assets ; and

             WHEREAS, the President of the University (hereinafter referred to as the
      "President") believes that it is in the best interest of the University for fund raising to be
      coordinated through the Foundation to increase efficiency and to expand the current
      sources of support for the University and desires to engage the services of the
      Foundation in accordance with the terms and conditions more fully set forth herein
      below; and

              WHEREAS, the University has the authority and right to enter into agreements
      with affiliated 501(c)(3) not-for-profit organizations, subject to the Institutions of Higher
      Learning Board of Trustees (the "Board" or "IHL") Policy 301.0806 (the "Policy");

             NOW, THEREFORE, in consideration of the premises, and the mutual covenants
      and agreements contained herein, the parties hereby agree as follows:
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1.      Relationship of Parties. The Foundation is a not-for-profit corporation, organized
        under the laws of the State of Mississippi. In accordance with its Articles of
        Incorporation, the Foundation is to be administered and operated exclusively for
        the benefit of the University. However, the Foundation is not a subsidiary of the
        University and is not directly or indirectly controlled by the University. The
        independent Board of Directors of the Foundation is entitled to make all decisions
        regarding the business and affairs of the Foundation. Moreover, the assets of the
        Foundation are the exclusive property of the Foundation and do not belong to the
        University. The resources of the Foundation are committed and disbursed at the
        discretion of the Foundation's Board of Directors in accordance with donor
        directions and with Foundation policy, developed and updated as needed in
        cooperation with the University. No University employee or other persons
        directly or indirectly employed by the IHL shall serve as a voting member of the
        Board of Directors of the Foundation, but may serve as an ex-officio non-voting
        member.

2.      Foundation Services. During the term of this Agreement, the Foundation shall be
        responsible for conducting on behalf of the University, as specifically requested
        by the University, goal-specific fund-raising activities, campaigns and
        development initiatives (collectively, the "Programs") for the purpose of
        securing financial support from the general public for the benefit of the
        University. The Foundation shall consult and coordinate with the University
        regarding the Foundation's means and methods for conducting the Programs. In
        its operations and in performing services for the University, the Foundation shall
        comply with all applicable state and federal law. The services to be performed by
        the Foundation hereunder shall include, but not be limited to:

        A.     Planning and coordinating fund-raising activities, including major gift
               campaigns, annual giving campaigns, and fund-raising initiatives as
               requested by the President, with the various colleges, schools,
               departments, and operating units within the University.

        B.     Notifying all designated University beneficiaries of gifts and contributions
               to the Foundation for their benefit, including the terms of any restrictions
               on such gifts, and making regular reports of fund balances and
               expenditures available to account administrators and department
               administrators.

        C.     Receiving all gifts and contributions to the University for necessary and
               appropriate acknowledgment, as required by the Internal Revenue Code,
               and delivery to the Chief Financial Officer of the Foundation for recording
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        and deposit. Assets of the Foundation shall be maintained pursuant to the
        Uniform Management of Institutional Funds Act (UMIFA) or Uniform
        Prudent Management of Institutional Funds Act (UPMIFA) as
        promulgated by the State of Mississippi.

   D.   Planning, supervising, and directing fundraising and donor stewardship
        programs specified by the University including coordination with various
        groups at the University.

   E.   Directing the services of a professional staff for major gift, gift planning
        and corporate and foundation development activities, prospect research,
        donor stewardship, investments, accounting and disbursement.

   F.   Working where appropriate with the designated offices of the University
        to arrange press conferences, press releases, and radio and television
        communications to acknowledge significant gifts.

   G.   Maintaining records concerning charitable pledges, gifts, and
        contributions to the University.

   H.   Providing the services of trained development professionals (the
        "Directors of Development") to the various Colleges of the University
        (collectively, the "Colleges"), as appropriate, subject to approval by the
        President of the University and the College represented and the continued
        availability of funds. The addition of a Director of Development
        dedicated to support of a College of the University will be by agreement
        with the President of the University in consideration of the Foundation’s
        budget and need based upon analysis of the College’s potential for
        increased success. The services to be performed by the Foundation shall
        include, but not be limited to, management of fund-raising Programs of
        the specific Colleges, through the following activities:

        (i)     Researching individuals, foundations, and corporations to
                determine qualification as prospective donors;

        (ii)    Planning and advising the University on the best strategy for
                approaching each potential donor;

        (iii)   Arranging for the preparation and dissemination of necessary and
                appropriate materials for the Programs, including, without
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               limitation, brochures, slide presentations, pledge forms, and
               funding proposals;

        (iv)   Soliciting major gifts for the benefit of the College and the
               University; and

        (v)    Coordinating all follow-up activities after each solicitation and
               fund-raising event.

   I.   Coordinating with Student Financial Aid, the Office of Enrollment
        Services, the Honors Program Office, the Provost Office, and University
        Colleges or departments in the management and recognition of all
        scholarship programs.

   J.   Providing University-wide recognition of major donors and deferred gift
        donors through the formal stewardship programs established by the
        Foundation and advising and coordinating with College-based stewardship
        activities.

   K.   Providing access for University personnel to in-house fund-raising training
        by outside professionals.

   L.   Providing office space in the Foundation's building for the University Vice
        President for the Division of Development and Alumni, and his immediate
        staff.

   M.   Providing timely transfer for funds, reimbursement of expenses or
        payment of vouchers approved in accordance with Foundation policy.

   N.   Providing supplemental compensation to certain university employees at
        the discretion of the President of the University and the Foundation's
        Board of Directors.

   O.   Managing assets of the University, upon request of the University, in
        accordance with the Joint Venture Agreement, as amended from time to
        time, a copy of which is attached hereto as Exhibit "A". The IHL shall
        have the right to inspect and audit such funds.

   P.   Such other duties as the University may reasonably request as necessary or
        desirable to effectively conduct the Programs and provide the Services.
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3.      University Obligations. For all services rendered by the Foundation under this
        Agreement, and in consideration of the agreements of the Foundation contained
        herein, the University shall, at no additional cost to the Foundation, during the
        term of this Agreement:

        A.     Provide to the Foundation all personnel necessary for the performance of
               its duties under this Agreement; such personnel shall be selected, hired
               and discharged by the University; the compensation of such personnel,
               together with all fringe benefits, employment taxes, and other costs
               thereof, shall be set and paid by the University; all such personnel shall be
               under the full supervision and control of the University and shall for all
               purposes be considered employees of the University.

        B.     Provide offices, utilities, and other support for the college or unit Directors
               of Development as necessary and appropriate for work on-site within the
               Colleges, adequate for the performance of the services required
               hereunder.

        C.     Reimburse the Foundation for certain reasonable business expenses, which
               the Foundation may incur on the University's behalf.

4.      Determination of Needs for Solicitation of Private Funds. It is understood and
        agreed that Foundation shall look to the University for a determination of specific
        needs and programs for which the Foundation shall plan and manage as a part of
        its fund-raising programs. However, the University understands the importance
        of long-range planning in fund solicitation and agrees to involve the Foundation
        in the process of determining the specific needs and programs as well as the
        planning for the Programs themselves. The President of the University shall be
        responsible for planning for these specific needs and Programs.

5.      Financial Statements. The Foundation shall maintain financial and accounting
        records which shall include such detail as the IHL may require in accordance with
        Generally Accepted Accounting Principles, which records shall be maintained
        separately from the records of the University. These financial records shall be
        audited annually by a Certified Public Accounting firm engaged for that purpose
        by the Foundation and approved by the IHL. The Foundation shall submit annual
        audited financial statements for inclusion in the State of Mississippi's
        Comprehensive Annual Financial Report ("CAFR") as determined by the IHL
        Board's Deputy Commissioner of Finance and Administration and the external
        auditing firm hired to perform the annual IHL system audit to the President and to
        the IHL, along with a list of Foundation officers and directors by October 15 of
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        each year. A request for approval of the CPA firm shall be submitted to the IHL
        Board on an annual basis not later than three months prior to the end of the
        Foundation's fiscal year for which the audit will be conducted unless approval is
        specifically granted for multiple years.

6.      Confidential Records. Certain donor and fund information maintained in
        furtherance of the Foundation’s fundraising activities is recognized to be the
        property of the Foundation and as such is confidential whether in paper or
        electronic format. The parties acknowledge that the Foundation's electronic donor
        records, including, but not limited to related biographical, pledge, and gift
        records, are the exclusive property of the Foundation, regardless of the server or
        computer on which the records reside. To the extent information shared with the
        University may be protected from disclosure, the University will take all
        necessary action to protect such information under available statutory exceptions
        if disclosure would result in a breach of confidence by the Foundation or public
        disclosure of private information. In particular, the University will actively
        pursue the protection of the identity of donors and any information the Foundation
        may collect about the donors and shall establish and enforce policies that
        support the Foundation's ability to respect the privacy and confidentiality of donor
        records.

                If requested by the University, the Foundation shall provide any and all
        information and allow inspection of all records relating to the operation or
        management of the Foundation or any funds contributed to, received by,
        expended by or managed by the Foundation. To the extent that information is
        inspected, reviewed or received by the President or his designees with respect to
        the identity of donors who have expressly stated they wish to remain anonymous,
        or with respect to any information relating to the identification, cultivation and
        solicitation of donors, or with respect to personal, commercial or proprietary
        information relating to a donor or his/her family or business, such information
        shall be treated as confidential by the President and any designee who may
        acquire such information. The University shall take appropriate safeguards to
        assure that such information is utilized or disseminated only in a manner that is
        appropriate under the circumstances. Such inspection rights are also extended to
        the IHL acting upon its minutes; however, it is understood that the appropriate
        extent of any disclosure or other use of the information is in the discretion of the
        IHL and, further, any decision to release any personal, commercial or proprietary
        information or to release any information that would identify any particular donor
        shall be made by the IHL, acting upon its minutes.
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7.      Communications. The President of the University shall be responsible for
        communicating to the Foundation priorities and long-term plans of the University.
        The parties shall work together to encourage communications between members
        of the Board of Trustees of Institutions of Higher Learning and the Board of
        Directors of the Foundation to include periodic meetings between the members of
        the Board of Trustees, the President of the Foundation, and the President of the
        University. To provide the Directors with the appropriate information to assist
        them in the proper execution of their duties and responsibilities as the Board of
        Directors of the Mississippi State University Foundation, Inc., the University shall
        furnish the Foundation reports, schedules and records as may be requested by the
        Foundation, and the Directors of the Foundation will seek input from the
        President of the University in defining major needs and priorities.

8.      Gift Receipting and Ownership. All gifts received by the University shall be
        immediately forwarded to the Foundation for acknowledgment in accordance with
        (2)(C) of this Agreement to ensure proper receipting and recording of all gifts into
        a common record. Gifts made to the University shall be accounted for and
        ownership maintained by the University; gifts made to the Foundation shall be
        accounted for and ownership maintained by the Foundation. However, checks
        made payable to the University will be endorsed and transferred to the Foundation
        if a gift agreement exists between the donor and the Foundation. If a check is
        made payable to the University and no gift agreement exists between the
        Foundation and the donor, the donor will be contacted to clarify his intent. It will
        be explained that, in most situations, it is the University's desire to have funds
        held within the Foundation. The intent expressed by the donor will then control
        the delivery and ownership of the funds.

9.      Independent Contractor. It is understood and agreed that the Foundation, its
        officers, employees, and agents, if any, shall act solely in the capacity of an
        independent contractor and not as employees of or agents for the University.

10.     Foundation Funding. The Foundation, with the consent of the University, which
        consent shall not be unreasonably withheld, may use a percentage of the annual
        unrestricted funds, assess fees for services, or impose charges against managed
        funds to support its operations.
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11.   Term of Agreement and Termination. Subject only to the provisions for
      termination as hereinafter set forth, the initial term of this Agreement shall begin
      on January 1, 2011, and end on December 31, 2015, if not renewed by mutual
      consent of the parties before that date.

      A.     The University may terminate this Agreement without cause with thirty
             (30) days written notice to the Foundation and with the prior approval of
             the IHL, acting upon its minutes.

      B.     The University may terminate this Agreement for cause, without notice to
             the Foundation but with notice to the IHL and prior approval of the IHL,
             acting upon its minutes. The Foundation may not terminate the
             Agreement without the prior approval of the University President and the
             IHL.

      C.     Upon termination and non-renewal of this Agreement, (1) the Foundation
             shall cease to use and shall not assign or delegate the authority to use the
             University’s name or registered marks or logos to any person or entity
             without the written approval of the President, (2) the Foundation shall
             remit any and all unrestricted funds held for the benefit of the University
             to such entity as designated in writing by the President on behalf of the
             University, (3) the Foundation shall work in concert with its donors, to the
             extent practicable and allowed by law, to move any restricted funds held
             for the benefit of the University to such entity as designated in writing by
             the President on behalf of the University, (4) the Foundation shall work in
             concert with persons or entities with which it had contractual relations to
             the extent practical and allowed by law, to assign any contracts to such
             entity as designated by the President; and (5) the Foundation shall work in
             concert with the University to provide the University or its designee with
             records and materials of the Foundation as are necessary to continue the
             business and/or wind up the affairs of the Foundation.

      D.     The Foundation agrees to cease using University’s name, marks, and logos
             in the event that the Foundation dissolves, ceases to be a non-profit
             corporation, or ceases to be recognized by the Internal Revenue Service as
             a tax exempt entity under Section 501(c)(3) of the Internal Revenue code.

      E.     In the event that the President notifies IHL that the relationship between
             the President and the Foundation is detrimental to the well being of the
             University, IHL shall attempt to reconcile the parties, including through
             mediation if advisable. However, if the IHL determines and notifies the
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             President that it is in the best interest of the University to substitute new
             members of the Board of Directors of the Foundation, the President may
             direct that at the expiration of a ninety-day period, the terms of office of
             up to 100% of the total number of Directors shall be deemed to have
             expired. Upon such event a five person Commission shall be selected as
             follows: (1) one member appointed by the President, (2) one member
             appointed by the IHL, (3) one member appointed by the Board of
             Directors of the Mississippi State University Alumni Association, and (4)
             two members appointed by a majority vote of the then living and
             competent individuals (not including entities such as corporations or
             foundations) who are members of the Zacharias Roundtable, McComas
             Benefactors, and Giles Partners donor groups as the Foundation, or the
             then existing equivalent donor groups with a lifetime giving of Five
             Million Dollars ($5,000,000) or greater, by whatever name. The
             Commission shall then appoint, by majority vote, members to the Board of
             Directors to replace the Directors whose terms shall be deemed to have
             expired. It is expressly understood that any, or all, of the previous
             members of the Board of Directors of the Foundation may be re-appointed
             by this Commission. The reconstituted Board of Directors shall then elect
             new officers of the Foundation which may include former officers or
             Board Members.

      F.     The Foundation may not terminate this Affiliation Agreement without the
             consent of the President and the IHL.

12.   Notices. Any notice, request, demand, or other communication permitted to be
      given hereunder shall be in writing and shall be deemed to be duly given when
      personally delivered to an officer of the Foundation or the President of the
      University, as the case may be, when delivered by electronic mail, or when
      deposited in the United States mails, by certified or registered mail, return receipt
      requested, postage prepaid, at the respective addresses of the Foundation and the
      University as shown below, or to such other address as either party shall designate
      by written notice to the other:

             As to the University:          President
                                            Mississippi State University
                                            P. O. Box 6018
                                            Mississippi State, MS 39762
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              As to the Foundation:         President
                                            Mississippi State University Foundation, Inc
                                            P. O. Box 6149
                                            Mississippi State, MS 39762

13.   Assignment. Neither this Agreement nor any interest herein may be
      assigned, transferred, or conveyed in whole or in part.

14.   Applicable Law. This Agreement shall be construed, interpreted and the
      rights and duties of the parties determined in accordance with the laws of
      the State of Mississippi.

15.   Reportable Events and Notices.

      A.     The Foundation President shall promptly notify the President and
      the IHL, in writing, if any of the following events (“Reportable
      Events”) occur:

      (i)     The Foundation has materially breached any of its contractual obligations
              under the Agreement;
      (ii)    The Foundation has materially failed to properly receive, apply,
              manage or disburse any funds or has materially failed to properly
              comply with any binding instructions from donors relating to those
              funds;
      (iii)   The Foundation has engaged in any conduct that is prohibited or
              subject to sanction under state or federal law, including any and all
              requirements applicable to tax exempt organizations;

      (iv)    There has been a failure by the Foundation or any of its officers
              and directors to comply with any conflict of interest requirements
              created by applicable state or federal law or by the governing
              documents or procedures of the Foundation;

      (v)     Any state or federal regulatory body begins any investigation of
              any matter that may have a significant financial or regulatory effect
              on the Foundation or upon its status as a tax exempt organization;
              or
      (vi)    The Foundation has contracted with or entered into any business or
              pecuniary relationship with any of its Board members, other than a
              full time employee of the Foundation, or any entity controlled
              directly or indirectly by the Board member, which would
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         reasonably be expected to provide for payment or benefits to that
         person exceeding the value of Fifty Thousand Dollars ($50,000) in
         any calendar year; The previous sentence creates a duty for the
         Foundation to report any such transaction but does not suggest or
         imply that all such transactions are either prohibited or permitted.

   B.    The President of the Foundation shall submit to the President and the IHL
         a signed certification statement annually, before January 31 of each year,
         which affirmatively states that the Foundation has examined its donor
         records and business transactions occurring during its fiscal year ending
         within the prior calendar year, and that to the best of its knowledge, there
         is no evidence that any Reportable Events occurred, other than those
         which have been duly reported to the President and the IHL, as required
         above. The President of the Foundation shall re-affirm that, in the event
         he/she becomes aware of any such Reportable Events, the Foundation
         President will immediately notify, in writing, the President of the
         University.

   16.   Miscellaneous.

   A.    The Foundation agrees to perform major gift fund-raising activities as
         requested by the University and shall not hold an exclusive right to other
         activities such as solicitation for support of athletic programs as currently
         performed by the Bulldog Club and the Bulldog Foundation, Inc.
         However, the University shall not make any contract or commitment with
         any other individual, corporation, association, or partnership concerning
         such activities without first notifying the Foundation

   B.    The parties acknowledge that the Foundation has, and the Foundation
         agrees to keep in effect, a conflict-of-interest policy that complies with all
         requirements of Miss. Code Ann. §79-11-269 (1972), as amended, entitled
         "Conflict of Interest Transaction".

   C.    The President of the University shall make all necessary reports to the
         Commissioner of Higher Education concerning supplemental
         compensation or salary supplements made by the Foundation to
         administrators, faculty, athletic staff, and other
         employees of the University. No form of additional compensation
         for the President or any IHL system office employee be underwritten or
         increased by the Foundation without the prior approval of the IHL. The
         request for approval shall come through the Commissioner to the IHL
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        Board. As to other University employees, no form of additional
        compensation may be provided or paid by the Foundation without the
        prior approval by the President. This provision does not apply to transfers
        from the Foundation to the University for items such as professorships,
        chairs, and other programmatic support that are paid directly to the
        University and included in its annual budget.

   D.   After the execution of this Agreement, the maximum period of time for
        which the Foundation shall enter into contracts for professional, advisory,
        or other personal services shall be two (2) years.

   E.   A waiver by either party of any of the terms and conditions of this
        Agreement in any instance shall not be deemed or construed to be a
        waiver of such term or condition for the future, or any subsequent breach
        thereof, or of any other term and condition of this Agreement.

   F.   This Agreement constitutes the basic agreement between the parties with
        respect to the services of the Foundation concerning the Programs. This
        Agreement may be amended only by an instrument in writing specifically
        referring to this Agreement and executed by duly authorized
        representatives of both parties to this Agreement.

   G.   This Agreement supersedes a similar agreement between the Foundation
        and the University dated May 20, 2005.

   H.   If any provisions of this Agreement shall, for any reason, be held violative
        of any applicable law, and so much of said Agreement is held to be
        unenforceable, then the invalidity of such specific provision shall not be
        held to invalidate any other provisions, which shall remain in full force
        and effect.

   I.   The headings of the several Sections herein are inserted for convenience
        of reference only and are not intended to be a part of or to affect the
        meaning or interpretation of this Agreement.

   J.   This Affiliation Agreement shall also extend, as applicable, to any entity
        owned or controlled by the Foundation which holds funds or other assets
        for the benefit of the University.
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             IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
             executed as of the day and year first above written.

             Dr. Mark E. Keenum           James J. Rouse
             President                    President
             Mississippi State University Mississippi State University Foundation, Inc.

             Date:          ___________ Date:

      STAFF RECOMMENDATION:                Board staff recommends approval of this item.

13.   MSU - APPROVAL OF PROPOSED AFFILIATION AGREEMENT BETWEEN
      MISSISSIPPI STATE UNIVERSITY AND THE BULLDOG CLUB

      Mississippi State University (MSU) requests Board approval of the below proposed
      affiliation agreement between MSU and The Bulldog Club. The proposed agreement
      meets the requirements of Board Policy 301.0806 Foundation/Affiliated Entity
      Activities.

            THIS AGREEMENT ("Agreement") is entered into as of the _________ day of
      ____________________, 2010, by and between MISSISSIPPI STATE UNIVERSITY
      ("University") and THE BULLDOG CLUB ("Club").

             WHEREAS, the University is an institution of higher education, and an agency of
      the State of Mississippi; and

             WHEREAS, the Club is a Mississippi non-profit corporation, recognized as tax
      exempt under Section 501(c)(3) of the Internal Revenue Code, the purpose of which is to
      support athletic programs (the "Programs") of the University by raising funds primarily
      to provide scholarships for student athletes and facilities necessary or desirable for the
      Programs; and

             WHEREAS, the President of the University (the "President") believes that it is in
      the best interest of the University for athletic fund raising to be coordinated through the
      Club to increase efficiency and to expand the current sources of support for the Programs
      and desires to engage the services of the Club in accordance with the terms and
      conditions more fully set forth herein below;

             NOW, THEREFORE, in consideration of the premises and the mutual covenants
      and agreements contained herein, the parties hereby agree as follows:
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1.      Relationship of Parties. The Club is a not-for-profit corporation, organized under
        the laws of the State of Mississippi. In accordance with its Articles of
        Incorporation, the Club is to be administered and operated exclusively for the
        benefit of the Programs of the University. However, the Club is not a subsidiary
        of the University and is not directly controlled by the University. The
        independent Board of Directors of the Club is entitled to make all decisions
        regarding the business and affairs of the Club. Moreover, the assets of the Club
        are the exclusive property of the Club and do not belong to the University. The
        resources of the Club are committed and disbursed at the discretion of the Club's
        Board of Directors in accordance with donor directions and with Club policy
        developed and updated as needed in cooperation with the University. No
        university employee or other persons directly or indirectly employed by the IHL
        shall serve as a voting member of the Board of Directors, but may serve as an ex-
        officio non-voting member. No member of the IHL Board shall hold a voting
        position.

2.      Club Services. The services to be performed by the Club hereunder shall include,
        but not be limited to:

        A.     Planning and coordinating fund-raising activities, annual giving
               campaigns, fund-raising initiatives, and making capital improvements, as
               requested by the President, in cooperation with the MSU Foundation, Inc.,
               The Bulldog Foundation, Inc., and the University Athletic Department.
               The Club shall operate and perform services in compliance with all
               applicable state and federal laws.

        B.     Notifying the Director of Athletics of all designated gifts and contributions
               to the Club for the benefit of athletics, including the terms of any
               restrictions on such gifts, and making regular reports of fund balances and
               expenditures available to appropriate University administrators.

        C.     Receiving all gifts and contributions to the Club for necessary and
               appropriate acknowledgment, as required by the Internal Revenue Code,
               and delivery to the chief financial officer of the Club for recording and
               deposit. Assets of the Club shall be maintained pursuant to the Uniform
               Management of Institutional Funds Act (UMIFA) or Uniform Prudent
               Management of Institutional Funds Act (UPMIFA) as promulgated by the
               State of Mississippi.
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        D.     Directing the services of a professional staff for campaigns, planning, and
               corporate and Club development activities, prospect research, donor
               stewardship, investments, accounting, and disbursement.

        E.     Working where appropriate with the designated offices of the University
               to arrange press conferences, press releases, and radio and television
               communications to acknowledge significant gifts.

        F.     Maintaining records concerning charitable pledges, gifts, and
               contributions to the Club.

        G.     Coordinating with appropriate university officials in the management and
               recognition of all scholarship programs.

        H.     Providing timely transfer for funds, reimbursement of expenses or
               payment of vouchers approved in accordance with Club policy
        .
        I.     Manage, control, market, and sell seating and parking, as designated by
               the University, for athletic events.

        J.     Manage, plan, design, fund, and oversee construction of athletic facilities
               as designated by the University for the Athletic Department.

        K.     Provide vehicles for use by coaches, assistants and other university
               employees as requested by the University and determined to be beneficial
               by the Club.

        L.     Such other duties as the University may reasonably request as necessary or
               desirable to effectively conduct the athletic fund raising programs and
               Services.

        M.     University assets are not being managed by the Club or its voting
               Directors.

3.      University Obligations. For all services rendered by the Club under this
        Agreement, and in consideration of the agreements of the Club contained herein,
        the University shall, at no additional cost to the Club, during the term of this
        Agreement:
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        A.     Provide to the Club all personnel necessary for the performance of its
               duties under this Agreement; such personnel shall be selected, hired, and
               discharged by the University; the compensation of such personnel,
               together with all fringe benefits, employment taxes, and other costs
               thereof, shall be set and paid by the University; all such personnel shall be
               under the full supervision and control of the University and shall for all
               purposes be considered employees of the University.

        B.     Provide offices, furnishing and equipment, utilities, and other support for
               the Club as necessary and appropriate for the performance of the services
               required hereunder.

        C.     Reimburse the Club for certain reasonable business expenses, which the
               Club may incur on the University's behalf.

4.      Determination of Needs for Solicitation of Private Funds. It is understood and
        agreed that Club shall look to the University for a determination of specific needs
        and athletic programs the Club shall plan and manage as a part of its fund-raising
        efforts. However, the University understands the importance of long-range
        planning in fund solicitation and agrees to involve the Club in the process of
        determining the specific needs and programs. The President of the University
        shall be responsible for planning for these specific needs and programs.

5.      Financial Statements. The Club shall maintain financial and accounting records
        and annual financial statements in accordance with Generally Accepted
        Accounting Principles, which records shall be maintained separately from the
        records of the University. These financial records shall be audited annually by a
        Certified Public Accounting firm engaged for that purpose by the Club and
        approved by the IHL. These statements shall contain such detail as the IHL
        Board may from time to time require. The Club shall furnish, subject to such
        terms and conditions as required, to the University and the IHL by March 1 of
        each year such audited financial statements together with a list of the officers and
        directors of the Club.

         The Club understands and agrees its Audited Financial Statement may be
        required for inclusion State of Mississippi’s Comprehensive Annual Financial
        Report(CAFR). If so required the Club will submit annual audited financial
        statements for inclusion in the CAFR, as determined by the IHL Board’s Deputy
        Commissioner of Finance and Administration and external auditing firm hired to
        perform the annual IHL system audit. If requested the Club will furnish the
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        annual audited financial statements toe the President and to the IHL, along with a
        list of Club officers and directors by October 15 of the year requested The IHL
        Board’s Deputy Commissioner of Finance and Administration shall notify the
        Club of the applicability of the October 15 deadline as far in advance of the
        deadline as possible each year.

         The CPA firm utilized by the Club must be approved by the IHL Board and all
        requests for approval of such firm must be submitted the IHL Board. All requests
        for approval the CPA firm must be submitted to the IHL Board for approval not
        later than three (3) months prior to the end of the Club’s fiscal for which the audit
        will be conducted. Unless approval is specifically granted for multiple years,
        approval of a firm by the IHL Board for one year does not constitute approval for
        other years, and the Club shall then submit requests for CPA approval on an
        annual basis. The Club and the President may request a waiver of the requirement
        of an annual audit by a CPA firm on a showing of adequate grounds, such as
        limited assets make the expense of such an audit financially burdensome toe the
        Club and unnecessary. The IHL Board may grant such a waiver which may be
        conditioned upon such other review of the financial records of the Club as the
        University and the IHL may deem feasible. The Club shall accompany such
        request for a waiver with (a) its most recent annual audited financial statement (if
        it exists),(b) the financial statements of the it most recently completed fiscal year,
        (c) a written description of how the Club anticipates the year-end financial
        statement for the current year will differ from the financial statements of the end
        of the most recently completed fiscal year, and (d) a good faith estimate of the
        cost of engaging an auditor with respect to the statements. The granting of any
        request for such a waiver is within the sole discretion of the University and the
        IHL Board. Any waiver granted shall apply only for one year, and any request to
        waive the requirement for any succeeding year will be submitted as above set out.

6.      Confidential Records. Certain donor and fund information maintained in
        furtherance of the Club's fundraising activities is recognized to be the property of
        the Club and as such is confidential whether in paper or electronic format. The
        parties acknowledge the Club's electronic donor records, including, but not
        limited to related biographical, pledge, and gift records, are the exclusive property
        of the Club, regardless of the server or computer on which the records reside. To
        the extent information shared with the University may be protected from
        disclosure, the University will notify the Club before disclosure to afford the
        University and the Club an opportunity to take all necessary action to protect such
        information under available statutory exceptions if disclosure would result in a
        breach of confidentiality or public disclosure of confidential, or private
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        information. In particular, the University will actively join with the Club to
        pursue the protection of the identity of donors and any information the Club may
        collect about said donors and shall establish and enforce policies that support the
        Club's ability to respect the privacy and confidentiality of donor records.
        If requested by the University, the Club shall provide any and all information and
        allow the inspection of all records relating to the operation or management of the
        Club or any funds contributed to, received by, expended by, or managed by the
        Club. To the extent that information is inspected, reviewed or received by the
        President or his designees with respect to the identity of donors who have
        expressly stated they wish to maintain anonymous, or with respect to any
        information relating to the identification, cultivation and solicitation of donors, or
        with respect to personal, commercial or proprietary information relating to a
        donor or his/her family or business, such information shall be treated as
        confidential by the President and any designee who may acquire such
        information. The University shall take appropriate safeguards to assure that such
        information is utilized or disseminated only in a manner that is appropriate under
        the circumstances. Such inspection rights are also extended to the IHL acting
        upon its minutes; however, it is understood the appropriate extent of any
        disclosure or other use of the information is in the discretion of the IHL and,
        further, any decision to release any personal, commercial, or proprietary
        information that would identify any particular donor shall be made by the IHL,
        acting upon its minutes.

7.      Communications. The President of the University shall be responsible for
        communicating to the Club priorities and long-term plans of the University. The
        parties shall work together to encourage communications between the Board of
        Trustees of State Institutions of Higher Learning and the Board of Directors of the
        Club. To provide the Directors with the appropriate information to assist them in
        the proper execution of their duties and responsibilities as the Board of Directors
        of the Club, the University shall furnish the Club reports, schedules and records as
        may be requested by the Club, and the Directors of the Club will seek input from
        the President of the University in defining major needs and priorities.

8.      Gift Receipting and Ownership. All gifts received by the University for athletics
        shall be immediately forwarded to the Club for acknowledgment in accordance
        with section 2(C) of this Agreement to ensure proper receipting and recording of
        all athletics gifts into a common record. Gifts made to the Club shall be
        accounted for and ownership maintained by the Club. However, checks made
        payable to the University will be transferred to the Club if a gift agreement,
        pledge, or expectancy exists between the donor and the Club. If a check is made
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        payable to the University and no gift agreement, pledge, or expectancy exists
        between the Club and the donor, the donor will be contacted to clarify his intent.
        The intent expressed by the donor will control the delivery and ownership of the
        funds. Certain non-endowed gifts made for athletics may be received through the
        MSU Foundation, Inc. ("Foundation") as part of annual giving appeals, or
        otherwise. In these cases, the Foundation will acknowledge the gifts and hold the
        funds until disbursement is requested by the Club. If a donor wishes to establish
        an endowed fund for the benefit of athletics through the Foundation, normal
        policies governing the investment and disbursement of investment income from
        endowed funds will apply as set forth by the Board of Directors of the
        Foundation.

9.      Independent Contractor. It is understood and agreed that the Club, its officers,
        employees, and agents, if any, shall act solely in the capacity of an independent
        contractor and not as employees of or agents for the University.

10.     Club Funding. The Club, with the consent of the University, which consent shall
        not be unreasonably withheld, may use a percentage of the annual unrestricted
        funds, assess fees for services, or impose charges against managed funds to
        support its operations.

11.     Term of Agreement. Subject only to the provisions for termination as hereinafter
        set forth, the initial term of this Agreement shall be for a period beginning on
        January 1, 2011, and ending on December 31, 2015, and shall continue thereafter
        from year to year.

        A.     The University may terminate this Agreement without cause with thirty
               (30) days written notice to the Club and with the prior approval of the
               IHL, acting upon its minutes.

        B.     The University may terminate this Agreement for cause, without notice to
               the Club but with notice to the IHL and prior approval of the IHL, acting
               upon its minutes. The Club may not terminate the Agreement without the
               prior approval of the University President and the IHL.

        C.     Upon termination and non-renewal of this Agreement: (1) the Club shall
               cease to use and shall not assign or delegate the authority to use the
               University’s name or registered marks or logos to any person or entity
               without the written approval of the President; (2) the Club shall remit any
               and all unrestricted funds held for the benefit of the University to such
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        entity as designated in writing by the President on behalf of the
        University; (3) the Club shall work in concert with its donors, to the extent
        practicable and allowed by law, to move any restricted funds held for the
        benefit of the University to such entity as designated in writing by the
        President on behalf of the University; (4) the Club shall work in concert
        with persons or entities with which it had contractual relations to the
        extent practical and allowed by law, to assign any contracts to such entity
        as designated by the President; and, (5) the Club shall work in concert
        with the University to provide the University or its designee with records
        and materials of the Club as are necessary to continue the business and/or
        wind up the affairs of the Club.

   D.   The Club agrees to cease using University’s name, marks, and logos, in
        the event that the Club dissolves, ceases to be a non-profit corporation, or
        ceases to be recognized by the Internal Revenue Service as a tax exempt
        entity under Section 501(c)(3) of the Internal Revenue Code.

   E.   In the event that the President notifies IHL, that the relationship between
        President and the Club is detrimental to the well being of the University,
        IHL shall attempt to reconcile the parties, including through mediation, if
        advisable. However, if the IHL determines and notifies the President that
        it is in the best interest of the University to substitute new members of the
        Board of Directors of the Club, the President may direct that at the
        expiration of a ninety-day period, the terms of office of up to 100% of the
        total number of Directors shall be deemed to have expired. Upon such
        event, a five person Commission shall be selected as follows: (1) one
        member appointed by the President; (2) one member appointed by the
        IHL; (3) one member appointed by the Board of Directors of the
        Mississippi State University Alumni Association; and, (4) two members
        appointed by a majority vote of the Athletic Director, President of the
        Bulldog Foundation, the Faculty Representative of the Athletic
        Department and the then living two (2) largest lifetime individual donors
        to the Bulldog Club not members of the Board of Directors and who were
        not removed as a director under the provisions of this subsection. The
        Commission shall then appoint, by majority vote, members to the Board of
        Directors to replace the Directors whose terms shall be deemed to have
        expired. It is expressly understood that any one, or all, of the previous
        members of the Board of Directors of the Club may be re-appointed by
        this Commission. The reconstituted Board of Directors shall then elect
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             new officers of the Club, which may include former officers or Board
             Members.

      F.     The Club may not terminate this Affiliation Agreement without the
             consent of the President and the IHL.

12.   This agreement shall apply to any and all entities owned or controlled
      By the Club, with the exception of a special purpose entity created
      for the sole and specific purpose of utilization as a financing vehicle
      for the private financing of university auxiliary facilities by a private
      developer using the alternate dual-phase design-build privately
      financed construction method, as specially authorized by Miss. Code
      Ann. Section 37-101-41, et seq. (1972), as amended. Should the
      use/purpose of any such special purpose entity change, the Club
      will comply with any and all provisions of the affiliation agreement
      between the university and the entity owning or controlling the special
      purpose entity.

13.   Notices. Any notice, request, demand, or other communication permitted to be
      given hereunder shall be in writing and shall be deemed to be duly given when
      personally delivered to an officer of the Club or the President of the University, as
      the case may be, or when deposited in the United States mails, by certified or
      registered mail, return receipt requested, postage prepaid, at the respective
      addresses of the Club and the University as shown below, or to such other address
      as either party shall designate by written notice to the other:

             As to the University:          MISSISSIPPI STATE UNIVERSITY
                                            Post Office Box 6018
                                            Mississippi State, MS 39762

             As to the Club:                President
                                            THE BULLDOG CLUB
                                            Post Office Box BT
                                            Mississippi State, MS 39762

14.   Assignment. Neither this Agreement nor any interest herein may be assigned,
      transferred, or conveyed in whole or in part.
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15.   Applicable Law. This Agreement shall be construed, interpreted and the rights
      and duties of the parties determined in accordance with the laws of the State of
      Mississippi.

16.   Reportable Events and Notices.

      A.     The Club President shall promptly notify the President and the IHL, in
             writing, if any of the following events (“Reportable Events”) occur:

             (i)     The Club has materially breached any of its contractual obligations
                     under the Agreement;
             (ii)    The Club has materially failed to properly receive, apply, manage,
                     or disburse any funds or has materially failed to properly comply
                     with any binding instructions from donors relating to those funds;
             (iii)   The Club has engaged in any conduct that is prohibited or subject
                     to sanction under state or federal law, including any and all
                     requirements applicable to tax exempt organizations;
             (iv)    There has been a failure by the Club or any of its officers and
                     directors to comply with any conflict of interest requirements
                     created by applicable state or federal law or by the governing
                     document or procedures of the Club;
             (v)     Any state or federal regulatory body begins any investigation of
                     any matter that may have a significant financial or regulatory effect
                     on the Club or upon its status as a tax exempt organization; or
             (vi)    The Club has contracted with or entered into any business or
                     pecuniary relationship with any of its Board members, other than a
                     full-time employee of the Club, or any entity controlled directly or
                     indirectly by the Board member, which would reasonably be
                     expected to provide for payment or benefits to that person
                     exceeding the value of Fifty Thousand Dollars ($50,000) in any
                     calendar year; the previous sentence creates a duty to the Club to
                     report any such transaction but does not suggest or imply that all
                     such transactions are either prohibited or permitted.

      B.     The President of the Club shall submit to the President and the IHL a
             signed certification statement annually, before January 31 of each year,
             which affirmatively states the Club has examined its donor records and
             business transactions occurring during its fiscal year ending within the
             prior calendar year, and to the best of its knowledge, there is no evidence
             any Reportable Event occurred, other than those which have been duly
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            reported to the President and the IHL, as required above. The President of
            the Club shall re-affirm that, in the event he/she becomes aware of any
            such Reportable Events, the Club President will immediately notify, in
            writing, the President of the University.

17.   Miscellaneous.

      A.    It is recognized that the Mississippi State University Foundation, Inc. is
            primary in major gift fund-raising activities as requested by the University
            but does not hold an exclusive right to other activities such as solicitation
            for support of athletic programs as currently performed by the Club and
            the Bulldog Foundation, Inc. However, the University has agreed to first
            notify the MSU Foundation, Inc. before making any contract or
            commitment with any other individual, corporation, association, or
            partnership concerning such activities.

      B.    The parties acknowledge the Club has, and the Club agrees, to keep in
            effect a conflict-of-interest policy that complies with all requirements of
            MISS. CODE ANN. § 79-11-269 (1972), as amended.

      C.    The President of the University shall make all necessary reports to the
            Commissioner of Higher Education concerning supplemental
            compensation or salary supplements made by the Club to employees of the
            University. No form of additional compensation for the President or any
            IHL system office employee may be underwritten or increased by the Club
            without prior approval of the IHL Board.

      D.    A waiver by either party of any of the terms and conditions of this
            Agreement in any instance shall not be deemed or construed to be a
            waiver of such term or condition for the future, or any subsequent breach
            thereof, or of any other term and condition of this Agreement.

      E.    This Agreement constitutes the basic agreement between the parties with
            respect to the services of the Club concerning athletics programs. This
            Agreement may be amended only by an instrument in writing specifically
            referring to this Agreement and executed by duly authorized
            representatives of both parties to this Agreement.

      F.    This Agreement supersedes all prior, similar agreements between the Club
            and the University.
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             G.     If any provisions of this Agreement shall, for any reason, be held violative
                    of any applicable law, and so much of said Agreement is held to be
                    unenforceable, then the invalidity of such specific provision shall not be
                    held to invalidate any other provisions, which shall remain in full force
                    and effect.

             H.     After the execution of this Agreement, the maximum period of time for
                    which the Club shall enter into contracts for professional, advisory, or
                    other personal services shall be two (2) years.

             I.     The headings of the several Sections herein are inserted for convenience
                    of reference only and are not intended to be a part of or to affect the
                    meaning or interpretation of this Agreement.

              IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be as
      of the day and year first above written.

      __________________________                  ______________________________
      Dr. Mark E. Keenum                          John W. Chapman
      President                                   President
      MISSISSIPPI STATE UNIVERSITY                THE BULLDOG CLUB

      Date: _________________                     Date: ____________________

      STAFF RECOMMENDATION:                Board staff recommends approval of this item.

14.   MSU - APPROVAL OF PROPOSED AFFILIATION AGREEMENT BETWEEN
      MISSISSIPPI STATE UNIVERSITY AND THE BULLDOG FOUNDATION, INC.

      Mississippi State University (MSU) requests Board approval of the below proposed
      affiliation agreement between MSU and The Bulldog Foundation, Inc. The proposed
      agreement meets the requirements of Board Policy 301.0806 Foundation/Affiliated Entity
      Activities.

              This Agreement is made and entered into effective the 1st day of July, 2010 (the
      effective date) by and between Mississippi State University, a state institution of higher
      learning, organized and existing under the laws of the State of Mississippi (the
      “University”), and The Bulldog Foundation, Inc., a not-for-profit corporation duly chartered
      pursuant to the laws of the State of Mississippi (the “Foundation”). This Agreement is
      designed to govern the relationship between the University and the Foundation by setting
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forth the terms and conditions under which the University will provide certain support and
services for the Foundation and the Foundation will provide certain support and services for
and on behalf of the University.
                                   PREAMBLE

WHEREAS, the Foundation has been established as a not-for-profit, educational and
charitable organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended, for the purposes outlined in its Charter of Incorporation; and

WHEREAS, the University has the authority and right to enter into agreements with
affiliated 501(c) (3) not-for-profit organizations, subject to the Institutions of Higher
Learning Board of Trustees (the “Board” or “IHL”) Policy 301.0806 (the “Policy”); and

WHEREAS, the Board Policy acknowledges that the independent nature of the Foundation
provides flexibility to the University in fiscal management and responsiveness; and

WHEREAS, the Foundation has the responsibility under its mission statement and as a not-
for-profit corporation to use its resources in a responsible and effective manner to operate
exclusively for the benefit of University athletics by providing sports programming,
publications and corporate marketing and funding to supplement salaries of coaches and
other needs of University athletics; and

WHEREAS, the University has determined that it is in the best interest of the University
to grant to the Foundation the exclusive rights to sports programming which involve
radio game broadcasts, including coaches’ pre- and post-game programs; half-time
activities and post-game programs and all related radio programming including coaches’
call-in and similar shows; television broadcasts for coaches’ shows; any live television
done outside NCAA, CFA and SEC agreements which would remain University
property; pay-per-view telecasts; publishing rights for the official football, basketball and
baseball game day programs; publishing rights for the athletic sports newspaper; and
corporate marketing rights as hereinafter set forth, and desires to engage the services of
the Foundation in accordance with the terms and conditions more fully set forth herein
below; and

WHEREAS, this Agreement is to cover production, distribution, sales and all
responsibilities and duties related thereto of the above listed programming and
publications for University football, basketball and baseball regular season games to be
played from July 1, 2010 for one year and thereafter during the term of this Agreement.
Post-season games are included when rights are available to the University; and
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WHEREAS, the University and the Foundation anticipate that the Foundation will provide
the University with specified services in carrying out its mission; and

WHEREAS, the University and the Foundation desire to define the arrangement concerning
services, facilities, and activities in support of each other as set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained
herein and for good and valuable consideration, the adequacy of which is hereby
acknowledged, the University and the Foundation do hereby agree as follows:

                   ARTICLE 1. RELATIONSHIP OF THE PARTIES

        The Foundation is a not-for-profit corporation, organized under the laws of the
State of Mississippi. In accordance with its Articles of Incorporation, the Foundation is
to be administered and operated exclusively for the benefit of the Department of
Intercollegiate Athletics of the University and consistent with the mission, goals and
objectives of the University. However, the Foundation is not a subsidiary of the
University and is not directly controlled by the University or the Board of Trustees of
State Institutions of Higher Learning. No member or employee of IHL shall hold a
voting position on the Foundation Board unless approved as an exception by IHL. The
independent Board of Directors of the Foundation is entitled to make all decisions
regarding the business and affairs of the Foundation. Moreover, the assets of the
Foundation are the exclusive property of the Foundation and do not belong to the
University. No University assets are to be managed by the Foundation, nor is the
Foundation authorized to accept such assets. The resources of the Foundation are
committed and disbursed at the discretion of the Board of Directors of the Foundation in
accordance with Foundation policy developed and updated as needed in cooperation with
the University. The University President shall be responsible for communicating to the
Foundation priorities and long-term plans of the University. The parties shall work
together to encourage communications between the IHL and the Board of Directors of
the Foundation. To provide the Directors with the appropriate information to assist them
in the proper execution of their duties and responsibilities as the Board of Directors of
the Foundation, the University shall furnish the Foundation reports, schedules and
records as may be requested by the Foundation, and the Directors of the Foundation will
seek input from the University President in defining major needs and priorities.
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        ARTICLE 2. USE OF FACILITIES, PERSONNEL AND SERVICES

       2.1      The University shall provide the Foundation with meeting and other space
and facilities for business purposes as needed by the Foundation.

        2.2    The Foundation may utilize, with the approval of the University Director
of Athletics, which approval shall not be unreasonably withheld, such University
administrative, professional and other employees from time to time as are needed to carry
out the purposes of the Foundation.

        2.3    The Foundation shall reimburse the University for expenses the University
incurs as a result of Foundation operations, if those expenses would not otherwise have
been incurred by the University.

       2.4     The University’s name and registered marks and logos have great
economic and public relations value to the University, its faculty, staff, alumni and
students. The Foundation shall not assign or delegate the authority to use University’s
name or registered marks or logos to any person or entity without the written approval of
the University Trademark Licensing Program office. To assist the Foundation in
discharging its obligations under this Agreement and in soliciting, developing and
generating private and corporate support for the University, the University grants the
Foundation the following rights:

                       2.4 (a) A non-exclusive, non-transferable license to use University
        trademarks, service marks and logos consistent with University policy, including
        but not limited to a license to use marks developed by the University for use by
        the Foundation.
                       2.4 (b) An exclusive, transferable license to use University
        trademarks, service marks and trade names historically associated with the
        Foundation.
                       2.4 (c) The designation of the Foundation as a University affiliated
       entity.
                       2.4 (d) Such other rights, privileges or benefits as the University
        President, in his/her sole discretion, may determine will assist the Foundation in
        discharging its obligations under this Agreement.
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                 ARTICLE 3. RIGHTS AND OBLIGATIONS
3.1 RADIO

     3.1(a) The Foundation agrees to:
              a.     Formulate, organize and operate, including all production and
     distribution, a sports radio network for University football, basketball and
     baseball game broadcast including coaches’ pre- and post-game shows and all
     related radio programming including coaches’ pre-game program, half-time
     activities and post-game program.
              b.     Sell all advertising for football, basketball and baseball game
     broadcasts including coaches’ pre- and post-game shows and all related radio
     programming including call-in shows and receive all revenues derived therefrom.
             c.      Defray all production and distribution costs of radio programming.
             d.      Defray all costs of talent for radio programming.
             e.      Give the University the right to approve talent and/or announcers
     for football, basketball and baseball game broadcasts and all related
     programming on the sports radio network.

     3.1(b) The University agrees to:
             a.       Grant all radio broadcast for football, basketball and baseball
     games and call-in shows on an exclusive basis for the term of this contract and
     provide access to buildings and stadiums as needed.
             b.       Guarantee coaches’ availability for and participation in call-in
     shows and pre- and post-game shows at no cost to the Foundation other than the
     annual rights fee covered hereinafter.
             c.       Convey exclusive advertising rights to the Foundation for all radio
     programming that is covered in this Agreement and the Foundation shall be
     entitled to all revenues derived therefrom.
             d.       Allow broadcast crew to travel on University charter or
     commercial transportation when practical and arrange housing for broadcast crew
     in conjunction with away games.

3.2 TELEVISION

     3.2(a) The Foundation agrees to:
             a.      Formulate, organize and operate, including all production and
     distribution, a sports television broadcast network for football, basketball and
     baseball coaches’ shows, pay-per-view telecasts; and any live telecasts of athletic
     events done outside NCAA, CFA, and SEC agreements which would remain
     University property.
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             b.      Distribute football, basketball and baseball coaches’ television
      shows in the television markets of Mississippi.

              c.     Defray all costs of production, distribution and station media
      compensation.
             d.      Defray all cost of talent.
             e.      Give the University the right to approve talent and/or announcers
        for television productions.
             f.      Sell all advertising contained with coaches’ television shows and
        receive all revenues derived therefrom.

     3.2(b) The University agrees to:
             a.      Grant the Foundation the exclusive broadcast rights to all football,
        basketball and baseball television coaches’ shows.
             b.      Guarantee coaches’ availability for and participation in television
        coaches’ shows at no cost to the University other than the annual rights fee
        covered hereinafter.
             c.      Grant all television broadcast rights to all football, basketball and
        baseball events to the University not covered under NCAA, CFA or SEC
        agreements.
             d.      Grant the Foundation exclusive pay-per-view rights to all athletic
        events.
             e.      Grant the Foundation exclusive right to sell all national and local
        advertising to all telecast and pay-per-view telecasts of football, basketball and
        baseball and receive all revenues derived therefrom.

3.3 PRINT

     3.3(a) The Foundation agrees to:
              a.     Layout, design, print and distribute the official football, basketball
        and baseball game day programs for all home games.
              b.     Print football game day programs, basketball game day programs
        and baseball game day programs for all home games.
              c.     Defray all printing, layout, design, binding and distribution costs of
         game day programs.
             d.      Allow the University the following space for editorial copy:
        50% editorial and 50% advertising.
             e.      Layout, design, print and deliver the Dawgs’ Bite publication for
        at least 40 weekly issues during the calendar year printed in newspaper style
        and delivered in a timely fashion.
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             f.       Sell subscriptions, sell all advertising, defray all expense costs and
        receive all revenues from Dawgs’ Bite sales.
             g.       Provide the University with one-half page advertising in each
        edition.
             h.       Provide factual sports related information as requested for
        publications.
             i.       Provide press credentials in order to properly cover all athletic
        events.
     3.3(b) The University agrees to:
             a.       Grant all advertising rights to the Foundation for printing of
        official football, basketball and baseball game day programs for all home
        games.
             b.       Convey exclusive advertising rights to the Foundation for all game
        day programs that are covered in this Agreement and the Foundation shall be
        entitled to all revenues derived therefrom.

3.4 CORPORATE MARKETING RIGHTS

     3.4(a) The Foundation agrees to:
             a.      Formulate and organize corporate marketing plans which would
        include, ticket backs, scoreboard advertising and corporate tents for events
        related to football, basketball and baseball.
             b.      Defray all costs related to corporate tent rights and scoreboards.
             c.      Sell radio, television and other corporate sponsorships within
        guidelines agreed to by the University

     3.4(b) The University agrees to:
             a.      Grant the Foundation all corporate marketing rights, which would
        include, ticket backs, scoreboards and corporate tents for events related to
        football, basketball and baseball.
             b.      Convey exclusive advertising rights to the Foundation for all
        corporate marketing rights and the Foundation shall be entitled to all revenues
        derived therefrom.
             c.      Provide space on campus for corporate tents.
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3.5 PROMOTION

        3.5(a) The Foundation agrees to:
        Make available to the University at no charge promotional time for University
athletic events radio advertising on broadcasts of athletic events for the length of this
Agreement.

         3.5(b) The University agrees to:
         a. Provide the following tickets to be used by Foundation corporate sponsors of
radio, television, print and other sports programming which involve game broadcasts, and
coaches’ pre- and post-game programs; half-time activities and post-game programs and
all related radio programming including coaches’ call-in shows; television broadcasts for
coaches’ shows; any live television done outside NCAA, CFA and SEC agreements
which would remain University property; pay-per-view telecasts; publishing the official
football, basketball and baseball game day programs and the athletic sports newspaper
Dawgs’ Bite, and corporate marketing.

              150 tickets to each home football game
              50 tickets to each home basketball game
              50 tickets to each home baseball game

       b. Provide 10 parking passes to home football games.

3.6 ANNUAL RIGHTS FEES

        The Foundation agrees to pay in cash or kind to the University a guaranteed
annual rights fee in the amount of $150,000.00 (One Hundred-Fifty Thousand No/100
Dollars) plus 50% of all net sales over $1,000,000.00 (One Million and No/100 Dollars)
for the sports year for which guaranteed annual rights fee is being paid. For the purpose
of this Agreement a sports year shall be defined as beginning on July 1 and ending on
June 30 of the subsequent year. For the purpose of this Agreement net sales shall be
defined as all revenues received by the Foundation for radio, television, print, and
corporate sponsorships less expenses and refunds.

        3.7    The Foundation shall maintain its separate financial and accounting
records in accordance with generally accepted accounting principles applicable for its
industry. The Foundation shall also have an annual audit performed of its finances and
operations by an independent certified public accounting firm which shall include such
detail as IHL may from time to time require. Such firm shall be acceptable to the IHL.
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A written request for approval shall be submitted to IHL not later than three months prior
to the end of the fiscal year for which the audit will be conducted.

        3.8     The Foundation acknowledges and agrees that the University owns all
copyright, interest in and right to all trademarks, trade names, logos and service marks
developed by the University for use by the Foundation, including all such trademarks,
service marks and trade names historically associated with the Foundation.

        3.9     The Foundation shall maintain a conflict-of-interest policy that complies
with all requirements of Miss. Code Ann. §79-11-269 (1972), as amended.

       3.10 The Foundation shall perform any and all other acts and activities on
behalf of the University, as the Foundation deems appropriate, in carrying out the
purposes and mission of University athletics, so long as consistent with the governing
documents of the Foundation.

       3.11 The Foundation CEO shall promptly notify the President of the University
and the IHL, in writing, if any of the following events (“Reportable Events”) occur:

       1. The Foundation has materially breached any of its contractual obligations
          under the Agreement;
       2. The Foundation has materially failed to properly receive, apply, manage or
          disburse any funds or has materially failed to properly comply with any
          binding instructions from donors relating to those funds;
       3. The Foundation has engaged in any conduct that is prohibited or subject to
          sanction under state or federal law, including any and all requirements
          applicable to tax exempt organizations;
       4. There has been a failure by the Foundation or any of its officers and directors
          to comply with any conflict of interest requirements created by applicable
          state or federal law or by the governing documents or procedures of the
          Foundation;
       5. Any state or federal regulatory body begins any investigation of any matter
          that may have a significant financial or regulatory effect on the Foundation or
          upon its status as a tax exempt organization; or
       6. The Foundation has contracted with or entered into any business or pecuniary
          relationship with any of its board members, other than a full time employee of
          the Foundation, or any Foundation controlled directly or indirectly by the
          board member, which would reasonably be expected to provide for payment
          or benefits to that person exceeding the value of $50,000 in any calendar year;
          The previous sentence creates a duty for the Foundation to report any such
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           transaction but does not suggest or imply that all such transactions are either
           prohibited or permitted.

        3.12 If requested by the University, the Foundation shall provide any and all
information and allow the inspection of all records relating to the operation or
management of the Foundation or any funds contributed to, received by, expended by or
managed by the Foundation. To the extent that information is inspected, reviewed or
received by the President of the University or his/her designees with respect to the
identity of donors who have expressly stated they wish to remain anonymous, or with
respect to any information relating to the identification, cultivation and solicitation of
donors, or with respect to personal information relating to a donor or his/her family
business, such information shall be treated as confidential by the President and any
designee who may acquire such information. The University is expected to take
appropriate safeguards to assure that such information is utilized or disseminated only in
a manner that is appropriate under the circumstances. Such inspection rights are also
extended to the IHL acting upon its minutes, however, it is understood that the
appropriate extent of any disclosure or other use of the information is in the discretion of
the IHL and, further, any decision to release any information that would identify any
particular donor shall be made by the IHL.

                            ARTICLE 4. REPORTING

        4.1      The Foundation shall, within five months following the close of its fiscal
year, submit to the University President and IHL its annual audited financial statements
as set forth in Section 3.7 of this Agreement. However, the annual audited financial
statement may be required for inclusion in the State of Mississippi’s Comprehensive
Annual Financial Report (CAFR), This will be determined by the IHL Board’s Deputy
Commissioner of Finance and Administration and the external auditing firm hired to
perform the annual IHL system audit. If notice of such inclusion is received from the
IHL Board’s Deputy Commissioner of Finance and Administration, the submission
deadline is October 15. Such submission shall also include a current list of Foundation
officers and directors. The Foundation shall also submit an annual report providing a
detailed list of any supplemental compensation which was provided to administrators,
faculty, athletic staff or other University Employees. Such compensation must be
approved by the University President, or the IHL in the case of compensation to the
President, before payment. The Foundation shall furnish all such information to the IHL.

       4.2      The Foundation CEO shall submit to the President of the University and
the IHL a signed certification statement annually, before January 31 of each year, which
affirmatively states that the Foundation has examined its donor records and business
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transactions occurring during its fiscal year ending within the prior calendar year, and
that to the best of its knowledge, there is no evidence that any Reportable Events
occurred, other than those which have been duly reported to the President of the
University and the IHL, as required above. The Foundation CEO shall re-affirm that, in
the event he/she becomes aware of any such Reportable Events, the Foundation CEO will
immediately notify, in writing, the President of the University.

                ARTICLE 5. TERMINATION AND RENEWAL

       5.1     This Agreements shall expire on June 30, 2015, if not renewed by mutual
consent of the parties before that date.

       5.2     This Agreement may be terminated for any reason by the President of the
University with prior approval of IHL upon thirty (30) days written notice. The
Foundation has no right to terminate this Agreement without the consent of the
University President and IHL.

       5.3     The University may terminate this Agreement for cause, including a
breach of this Agreement, with prior approval of IHL with no notice.

        5.4     Upon termination or non-renewal of this Agreement, (1) the Foundation
shall cease to use and shall not assign or delegate the authority to use the University’s
name or registered marks or logos to any person or entity without the written approval of
the University President, (2) the Foundation shall remit any and all unrestricted funds
held for the benefit of the University to such entity as designated in writing by the
President on behalf of the University, (3) the Foundation shall work in concert with its
donors, to the extent practicable and allowed by law, to move any restricted funds held
for the benefit of the University to such entity as designated in writing by the President
on behalf of the University, (4) the Foundation shall work in concert with persons or
entities with which it had contractual relations to the extent practical and allowed by law,
to assign any contracts to such entity as designated by the University President; and (5)
the Foundation shall work in concert with the University to provide the University or its
designee with records and materials of the Foundation as are necessary to continue the
business and/or wind up the affairs of the Foundation.

        5.5     The Foundation agrees to cease using University’s name, marks, and logos
in the event that the Foundation dissolves, ceases to be a non-profit corporation or ceases
to be recognized by the Internal Revenue Service as a tax exempt entity under Section
501(c)(3) of the Internal Revenue code.
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        5.6      The Parties expect there to exist a cooperative relationship between them.
In the event that the University President determines that such cooperation is not in place
and is thus, in the President’s view, detrimental to the well being of the University, the
University President shall notify the IHL that the relationship between the University
President and the Foundation’s governing authorities is detrimental to the well being of
the University. The IHL shall attempt to reconcile the parties. If informal methods are
not successful, mediation will be undertaken. Should all efforts for reconciliation fail, as
determined by the IHL, the University President may direct that, at the expiration of a
ninety-day period, the terms of office of the current directors shall be deemed to have
expired. Upon such event a five person Commission shall be selected as follows: (A) one
member appointed by the University President, (B) one member appointed by the IHL
Commissioner, (C) two members appointed by the Board of Directors of the Bulldog
Club, and (D) one member appointed by the Board of Directors of the University Alumni
Association. The Commission shall then appoint, by majority vote, members to the
Board of Directors of the Foundation to replace the directors whose terms shall be
deemed to have expired. All replacement directors are to be selected from a slate of
Foundation members who have at least $100,000.00 in lifetime giving to the Foundation
and may include former directors.

Once all directors have been selected and have accepted the appointment, the
Commission shall call a re-organization meeting of directors at which there is to be an
election to fill all officer positions. All board members shall be eligible for election as an
officer.

         5.7     In the unlikely event that the Commission, as described in 5.6 above, shall
appoint a new Board of Directors for the Foundation, it is expressly understand that any,
or all, of the previous Foundation board members may be reelected by this Commission
to serve.
                  ARTICLE 6. MISCELLANEOUS PROVISIONS

       6.1    This Agreement shall be construed, governed, interpreted and applied in
accordance with the laws of the State of Mississippi.

        6.2    The parties agree that the Foundation is not the agent or employee of the
University, and nothing in this Agreement creates an employment or other agency
relationship between the parties.

        6.3     Neither the University nor the Foundation shall have any liability for the
obligations, acts, or omissions of the other party.
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         6.4    The parties agree that the Foundation is a private, independent entity and,
as such, is not governed by the IHL, but rather has its own governing Board of Directors.
Accordingly, to the extent permitted by the laws of the State of Mississippi applicable to
a public institution of higher learning, each party to this Agreement shall be responsible
for its own obligations, acts or omissions.

        6.5    The University and Foundation agree that the Foundation’s donor and
giving records and any other financial or commercial information possessed by the
Foundation or provided by the Foundation to the University concerning individuals or
corporations that provide Foundation financial support are confidential and proprietary.
Notwithstanding Section 3.12 above, unless required to disclose such information by
applicable law, the University and Foundation agree not to disclose to third parties and to
keep confidential the giving records, giving history and financial or commercial
information of individuals and corporations that provide financial support to the
Foundation.

        6.6     In the performance of this Agreement, the Foundation shall not deny
employment opportunities to any person on the basis of race, color, religion, ethnic group
identification, sex, age, physical or mental disability, medical condition, or veteran’s
status. The Foundation agrees to comply with all non-discriminatory laws and policies
that the University promulgates and to which the University is subject and with all state
and federal laws applicable to the Foundation.

       6.7     After the execution of this Agreement, the Foundation shall not enter into
professional, advisory or other personal service contracts for a period longer than two (2)
years.

        6.8     The parties hereto acknowledge that this Agreement sets forth the entire
agreement and understanding of the parties hereto as to the subject matter hereof, and
shall not be subject to any change or modification except by the execution of a written
instrument subscribed to by the parties hereto.

       6.9     The provisions of this Agreement are severable, and in the event that any
provisions of the Agreement shall be determined to be invalid or non-enforceable under
any controlling body of the law, such invalidity or non-enforceability shall not in any
way affect the validity or enforceable nature of the remaining provisions hereof.
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        6.10 The failure of either party to assert a right hereunder or to insist upon
compliance with any term or condition of the Agreement shall not constitute a waiver of
that right or excuse a similar subsequent failure to perform any such term or condition by
the other party.

       6.11 This Agreement shall not be assigned or otherwise transferred by either
party without the prior written consent of the other, which consent shall not be
unreasonably withheld.

        6.12 All provisions of this Agreement that relate to the IHL, whether reporting
obligations or otherwise, apply as well to any and all subsidiaries of the Foundation as
well as entities owned or controlled by the Foundation.

                               ARTICLE 7. NOTICE

         7.1 Any notice to either party hereunder shall be in writing signed by the party
given it, and shall be deemed given when mailed postage prepaid by U.S. Postal Service
first class, certified or overnight mail, or when sent by Federal Express or a comparable
service, or hand-delivered, when addressed as follows:

To the University:                           To the Foundation:
President                                    President
Mississippi State University                 The Bulldog Foundation, Inc.
P.O. Box 6018                                P.O. Box 5327
Mississippi State, MS 39762                  Mississippi State, MS 30762

or to such other addressee as may be hereafter designated by written notice.

       IN WITNESS WHEREOF, the University and the Foundation, acting through the
President of the University and the President of the Foundation, respectively, execute this
Agreement effective the 1st day of July, 2010.

MISSISSIPPI STATE UNIVERSITY                 THE BULLDOG FOUNDATION, INC.

By: ________________________                 By: _________________________
Mark Keenum, President                       Mickey Holliman, President

STAFF RECOMMENDATION:                 Board staff recommends approval of this item.
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15.   MUW - APPROVAL OF PROPOSED AFFILIATION AGREEMENT BETWEEN
      MISSISSIPPI UNIVERSITY FOR WOMEN AND THE MISSISSIPPI
      UNIVERSITY FOR WOMEN FOUNDATION

      Mississippi University for Women (MUW) requests Board approval of the below
      proposed affiliation agreement between MUW and the MUW Foundation. The proposed
      agreement meets the requirements of Board Policy 301.0806 Foundation/Affiliated Entity
      Activities.

              This Agreement is made and entered into effective this 1st day of January, 2011 (the
      effective date) by and between Mississippi University for Women, a state institution of
      higher learning, organized and existing under the laws of the State of Mississippi (the
      “University”), and The Mississippi University for Women Foundation, a not-for-profit
      corporation duly chartered pursuant to the laws of the State of Mississippi (the
      “Foundation”). This Agreement is designed to govern the relationship between the
      University and the Foundation by setting forth the terms and conditions under which the
      University will provide certain support and services for the Foundation and the Foundation
      will provide certain support and services for and on behalf of the University.

                                           PREAMBLE

      WHEREAS, the Foundation has been established as a not-for-profit, educational and
      charitable organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as
      amended, for the purposes outlined in its Charter of Incorporation dated June 4, 1965;

      WHEREAS, the University has the authority and right to enter into agreements with
      affiliated 501(c) (3) not-for-profit organizations, subject to the Institutions of Higher
      Learning Board of Trustees (the “Board” or “IHL”) Policy 301.0806 (the “Policy”);

      WHEREAS, the Board Policy acknowledges that the independent nature of the Foundation
      provides flexibility to the University in fiscal management and responsiveness;

      WHEREAS, the Foundation has the responsibility under its mission statement and as a not-
      for-profit corporation to use its resources in a responsible and effective manner to operate
      exclusively for the benefit of the University and its students, alumni, faculty and staff to
      promote, encourage and assist all forms of educational, scientific, literary, research and
      service activities provided by the University, all for the public welfare as outlined in its
      Charter of Incorporation;
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WHEREAS, the University has an active development program and wishes to utilize
enhanced computer capabilities and assistance in the identification, solicitation and
stewardship of donors (current or prospective), acknowledgment and accounting of
contributions and maintenance of donor biographical, financial and contribution records, all
of which the University believes the Foundation can provide;

WHEREAS, the University and the Foundation anticipate that the Foundation, as the
primary entity for receiving philanthropic support designated for the benefit of the
University, will provide the University with specified services in carrying out its mission,
and the University will provide the Foundation facilities in carrying out its mission;

WHEREAS, the University and the Foundation desire to define the arrangement concerning
services, facilities, premises and activities in support of each other as set forth in this
Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained
herein and for good and valuable consideration, the adequacy of which is hereby
acknowledged, the University and the Foundation do hereby agree as follows:

            ARTICLE 1. UNIVERSITY OBLIGATIONS AND SERVICES

       1.1     The Foundation may utilize, with the approval of the University, which
approval shall not be unreasonably withheld, such University administrative, professional
and other employees from time to time as are needed to carry out the mission and
purposes of the Foundation.

       1.2       The Foundation and the University agree that the portion of the cost
incurred by utilizing University employees for Foundation operational activities will be
reviewed annually.

       1.3     The University shall provide office space, utilities and other support for
the Foundation as needed and appropriate for work on-site within the University,
adequate for the performance of the services required hereunder.

       1.4     The University shall provide support services to the Foundation of the
type provided to University departments including printing and publication services,
motor pool and, to the extent permitted by law, use of the University mail system and
protection of the University Police Department.
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        1.5    The University shall provide Foundation employees staff identification
cards, parking privileges, admittance to university events, health services benefits and
access to the University’s library and to its recreation and fitness programs, at the same
rates and under the same terms as those benefits and facilities are made available to
University administrators and other employees.

        1.6     The University designates the Foundation as the primary entity for
receipting, acknowledging, accounting for, managing and investing its endowment funds,
as well as for researching, identifying and maintaining biographical and giving records of
potential and actual donors.

       1.7     The President of the University shall serve ex officio as a non-voting
member of the Foundation’s Board of Directors. No other University employee or other
persons directly or indirectly employed by the IHL shall serve as a voting member of the
Foundation’s Board of Directors.

        1.8     Annually, the President of the University shall certify to the Foundation a
list of University employees who are authorized to request disbursements from the
Foundation. Requests by a duly certified University employee shall constitute a
representation or certification by the University employee that the disbursement being
requested has been approved in accord with established University procedures. The
Foundation shall be relieved of any liability arising from a disbursement made pursuant
to the provisions of this Section of the Agreement.

         1.9     The President of the University shall submit a request to the Foundation
for utilization of unrestricted gifts received by the Foundation in the following fiscal year.
The Foundation shall, consistent with the goals and priorities established by the
University, consider the University’s request and may allocate unrestricted gifts
accordingly to the extent funds are available. In addition to unrestricted funds, the
University President and/or the Vice President for Institutional Advancement shall
routinely update key Foundation personnel on the University initiatives involving private
support to ensure that Foundation and University personnel are informed of fund raising
needs and objectives.

       1.10 The University’s name and registered marks and logos have great
economic and public relations value to the University, its faculty, staff, alumni and
students. The Foundation shall not assign or delegate the authority to use University’s
name or registered marks or logos to any person or entity without the written approval of
the President of the University. To assist the Foundation in discharging its obligations
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under this Agreement and in soliciting, developing and generating private and corporate
support for the University, the University grants the Foundation the following rights:
               1.10 (a)        A non-exclusive, non-transferable license to use University
       trademarks, service marks and logos consistent with University policy, including
       but not limited to a license to use marks developed by the University for use by
       the Foundation.
               1.10 (b)        An exclusive, transferable license to use University
       trademarks, service marks and trade names historically associated with the
       Foundation.
               1.10 (c)        The designation of the Foundation as a University affiliated
       entity.
               1.10 (d)        Such other rights, privileges or benefits as the University
       discharging its obligations under this Agreement.

                   ARTICLE 2. FOUNDATION OBLIGATIONS

        2.1.The Foundation’s primary purpose is to provide support to the University in
accord with the provisions of its Charter of Incorporation and By-laws, which support
includes, but is not limited to, serving as the entity researching, raising, receiving,
acknowledging, investing, accounting for and administering funds for the University to
use for its educational, research and service missions.

         2.1   The Foundation, acting through its Board of Directors and staff, shall
assist the University’s Office of Development in its fund-raising activities and
development programs with individuals, corporations, foundations, and other external
organizations.

         2.3      The Foundation, acting through its Board of Directors and staff, shall
solicit, accept and transfer funds for the purchase of University equipment and supplies;
for the construction, renovation and/or improvement of the University’s physical
facilities; for the support of faculty, staff and student travel and research; for the support
of faculty professorships, lectureships and endowed chairs; for the support of student
scholarships; and for the support of other educational, research, cultural, scientific, public
service and charitable programs and activities. When soliciting funds on behalf of the
University, the Foundation agrees to accept only those gifts that are consistent with the
University’s missions, goals and obligations.

        2.4     The Foundation shall receipt, acknowledge and express appreciation for
all contributions of donors made on behalf of the University or of the Foundation, and
shall keep accurate and current records of all such contributions made directly to the
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University or to the Foundation. Assets of the Foundation shall be maintained pursuant
to the Uniform Management of Institutional Funds Act (UMIFA) or Uniform Prudent
Management of Institutional Funds Act (UPMIFA) as promulgated by the State of
Mississippi. The University shall have rights of inspection of Foundation records. Such
rights shall be afforded to the IHL, if so desired. The Foundation must manage all funds
in its control in a fiscally sound and prudent manner.

       2.5     The Foundation may enter into contracts for professional, advisory or
other personal services in carrying out its duties, but any such contracts entered into after
the execution of this Agreement shall not exceed 2 years.

        2.6     The Foundation shall maintain its separate financial and accounting
records in accordance with generally accepted accounting principles applicable for its
industry. The Foundation must cause to be prepared annual financial statements of the
condition of the Foundation, which shall include such detail as the IHL Board may from
time to time require; The Foundation must also engage a Certified Public Accounting
(CPA) firm to perform annual audits of the Foundation’s annual financial statements;
The Foundation shall submit the audited financial statements, along with a list of
Foundation officers, directors or trustees, not later than five months following the
completion of the Foundation’s fiscal year, to the affiliated university’s IEO and to IHL;
However, the annual audited financial statements of some of the Foundations will be
required for inclusion in the State of Mississippi’s Comprehensive Annual Financial
Report (CAFR); Those Entities which will be required to submit annual audited financial
statements for inclusion in the CAFR, as determined by the IHL Board’s Deputy
Commissioner of Finance and Administration and the external auditing firm hired to
perform the annual IHL system audit, must submit annual audited financial statements to
the affiliated university’s IEO and to the IHL, along with a list of Foundation officers,
directors or trustees, by October 15 of each year; The IHL Board’s Deputy
Commissioner of Finance and Administration shall notify each such Foundation of the
applicability of the October 15 deadline to such Foundation as far in advance of the
deadline as possible each year; The CPA firm to be utilized by the Foundation must be
approved by the IHL Board and all requests for approval of the CPA firm must be
submitted to the IHL Board for approval not later than three months prior to the end of
the Foundation’s fiscal year for which the audit will be conducted; Unless approval is
specifically granted for multiple years, approval of a firm by the IHL Board for one year
does not constitute approval for other years, and requests for approval of the CPA firm
must be submitted on an annual basis; However, at the request of the Foundation, the
IEO of a university , with the approval of the IHL Board, may grant a request of the
Foundation to waive the requirement of an annual audit by a CPA firm on a showing of
adequate grounds, such as a showing that the assets of the Foundation are so limited as to
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make the expense of engaging a CPA firm to perform an audit financially burdensome to
the Foundation and unnecessary; Such a waiver may be conditioned upon such other
review of the financial records of the Foundation in lieu of an audit as the University and
the IHL may deem feasible; Such a request for a waiver must be accompanied by (a) the
most recent annual audited financial statements of the Foundation (if any such statements
exist), (b) the financial statements of the most recently completed fiscal year, (c) a
written description of how the Foundation anticipates that the year-end financial
statements for the current year will differ from the financial statements as of the end of
the most recently completed fiscal year, and (d) a good faith estimate of the cost of
engaging an auditor with respect to the statements; The granting of any request to waive
the requirement of an annual audit by a CPA firm approved by the IHL is within the sole
discretion of the University and the IHL Board; Any waiver of the audit requirement will
apply only for one year, and any request to waive the requirement for the next year
should be submitted as outlined above.

        2.7     The Foundation acknowledges and agrees that the University owns all
copyright, interest in and right to all trademarks, trade names, logos and service marks
developed by the University for use by the Foundation, including all such trademarks,
service marks and trade names historically associated with the Foundation.

        2.8     The Foundation shall maintain a conflict-of-interest policy that complies
with all requirements of Miss. Code Ann. §79-11-269 (1972), as amended from time to
time.

        2.9    All gifts received by the Foundation shall be receipted and deposited in a
        timely manner in accordance with the directive of the donor. All gifts received by
the University shall be immediately forwarded to the Foundation for acknowledgment to
ensure proper receipting and recording of all gifts. Gifts made to the University shall be
accounted for and ownership maintained by the University; gifts made to the Foundation
shall be accounted for and ownership maintained by the Foundation, However, checks
made payable to the University will be transferred to the Foundation if a gift agreement,
pledge, or expectancy exists between the donor and the Foundation. If a check is made
payable to the University and no gift agreement, pledge, or expectancy exists between
the Foundation and the donor, the donor will be contacted to clarify his/her intent. It will
be explained that, in most situations, it is the University’s desire to have funds held
within the Foundation. The intent of the donor will then control the delivery and
ownership of the funds. If a situation exists where the Foundation has deposited a gift
directly intended solely for the University, the Foundation shall immediately deposit into
the appropriate University account funds designated for such account.
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       2.10 The Foundation shall perform any and all other acts and activities on
behalf of the University, as the Foundation deems appropriate, in carrying out the
purposes and mission of the University, so long as consistent with the governing
documents of the Foundation. In order to perform duties herein this agreement, the
Foundation may use a percentage of the annual restricted funds, assess fees for services,
or impose charges against managed funds to support its operations. The Foundation will
inform the University of the implementation of, or changes to, any assessment of fees.

       2.11 The President of the Foundation shall promptly notify the President of the
University and the IHL, in writing, if any of the following events (“Reportable Events”)
occur:
       7. The Foundation has materially breached any of its contractual obligations
           under the Agreement;
       8. The Foundation has materially failed to properly receive, apply, manage or
           disburse any funds or has materially failed to properly comply with any
           binding instructions from donors relating to those funds;
       9. The Foundation has engaged in any conduct that is prohibited or subject to
           sanction under state or federal law, including any and all requirements
           applicable to tax exempt organizations;
       10. There has been a failure by the Foundation or any of its officers and directors
           to comply with any conflict of interest requirements created by applicable
           state or federal law or by the governing documents or procedures of the
           Foundation;
       11. Any state or federal regulatory body begins any investigation of any matter
           that may have a significant financial or regulatory effect on the Foundation or
           upon its status as a tax exempt organization; or
       12. The Foundation has contracted with or entered into any business or pecuniary
           relationship with any of its board members, other than a full time employee of
           the Foundation, or any Foundation controlled directly or indirectly by the
           board member, which would reasonably be expected to provide for payment
           or benefits to that person exceeding the value of $50,000 in any calendar year;
           The previous sentence creates a duty for the Foundation to report any such
           transaction but does not suggest or imply that all such transactions are either
           prohibited or permitted.

        2.12 If requested by the University, the Foundation shall provide any and all
information and allow inspection of all records relating to the operation or management
of the Foundation or any funds contributed to, received by, expended by or managed by
the Foundation. To the extent that information is inspected, reviewed or received by the
President of the University or his/her designees with respect to the identity of donors who
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have expressly stated they wish to remain anonymous, or with respect to any information
relating to the identification, cultivation and solicitation of donors, or with respect to
personal, commercial or proprietary information relating to a donor or his/her family or
business, such information shall be treated as confidential by the University President
and any designee who may acquire such information. The University is expected to take
appropriate safeguards to assure that such information is utilized or disseminated only in
a manner that is appropriate under the circumstances. Such inspection rights are also
extended to the IHL acting upon its minutes, however, it is understood that the
appropriate extent of any disclosure or other use of the information is in the discretion of
the IHL and, further, any decision to release any personal, commercial or proprietary
information or to release any information that would identify any particular donor shall
be made by the IHL acting upon its minutes.

                           ARTICLE 3. COMPLIANCE

        3.1    The Foundation shall comply with any and all federal and state laws and
regulations and shall comply with any compliance and regulatory guidelines as may be
required by the Board.

        3.2     The provisions of the affiliation agreement shall apply to any and all
entities owned or controlled by the Foundation, with the exception of a special purpose
entity created for the sole and specific purpose of utilization as a financing vehicle for the
private financing of university auxiliary facilities by a private developer using the
alternate dual-phase design-build privately financed construction method, as specially
authorized by Miss. Code Ann. Section 37-101-41, et seq. (1972), as amended. If the
use/purpose of any such special purpose entity ever changes, the special entity would
then be required to comply with any and all provisions of the affiliation agreement
between the university and any Entity which owns or controls the special purpose entity.

                            ARTICLE 4. INSURANCE

       4.1    The Foundation shall maintain insurance coverage as deemed appropriate
by the Foundation’s Board of Directors, including the bonding of its officers and
employees and shall maintain Directors and Officers liability insurance on members of its
Board of Directors and officers, while performing as such.
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                           ARTICLE 5. REPORTING

         5.1    As set forth in Section 2.6 of this Agreement, the Foundation shall, within
five months of the close of each fiscal year during this Agreement, submit to the
University’ chief financial officer and to the IHL its annual audited financial statements
for the prior fiscal year. Such submission shall also include a list of Foundation officers,
directors or trustees. The Foundation shall submit an annual report providing a detailed
list of any supplemental compensation which was provided to the University for the
purpose of providing any additional compensation to administrators, faculty or other
University employees, it being agreed that any such payments shall only be made
through the University’s payroll system and with University President’s approval. Any
such approvals by the President must be reported to the IHL Board at its next official
meeting. Understanding that no form of additional compensation may be underwritten for
the University President or for any IHL system office employee without IHL approval,
the Foundation shall also provide documentation of approval from the IHL of any
supplemental compensation provided to the University President or provided to the
University for purposes of supplementing the President’s salary.

       5.2      In order to facilitate transparency, the Foundation shall also maintain on
its website, for public and University inspection, a copy of this Agreement along with its
annual report and other documents related to the Foundation’s mission and operations.

       5.3      The President of the Foundation shall submit to the President of the
University and the IHL a signed certification statement annually, before January 31 of
each year, which affirmatively states that the Foundation has examined its donor records
and business transactions occurring during its fiscal year ending within the prior calendar
year, and that to the best of its knowledge, there is no evidence that any Reportable
Events occurred, other than those which have been duly reported to the President of the
University and the IHL, as required above. The President of the Foundation shall re-
affirm that, in the event he/she becomes aware of any such Reportable Events, the
President of the Foundation will immediately notify, in writing, the President of the
University.
                 ARTICLE 6. TERMINATION AND RENEWAL

       6.1    This Agreements shall expire on December 31, 2015, if not renewed by
mutual consent of the parties before that date.

       6.2     The University may terminate this Agreement without cause with thirty
(30) days written notice to the Foundation and with the prior approval of the IHL, acting
upon its minutes.
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       6.3    The University may terminate this Agreement for cause, without notice to
the Foundation but with notice to the IHL and prior approval of the IHL, acting upon its
minutes. The Foundation may not terminate the agreement without the consent of the
IEO and the IHL Board.

        6.4     Upon termination and non-renewal of this Agreement, (1) the Foundation
shall cease to use and shall not assign or delegate the authority to use the University’s
name or registered marks or logos to any person or entity without the written approval of
the University President, (2) the Foundation shall remit any and all unrestricted funds
held for the benefit of the University to such entity as designated in writing by the
University President on behalf of the University, (3) the Foundation shall work in concert
with its donors, to the extent practicable and allowed by law, to move any restricted
funds held for the benefit of the University to such entity as designated in writing by the
University President on behalf of the University, (4) the Foundation shall work in concert
with persons or entities with which it had contractual relations to the extent practical and
allowed by law, to assign any contracts to such entity as designated by the University
President; and (5) the Foundation shall work in concert with the University to provide the
University or its designee with records and materials of the Foundation as are necessary
to continue the business and/or wind up the affairs of the Foundation.

        6.5     The Foundation agrees to cease using University’s name, marks, and logos
in the event that the Foundation dissolves, ceases to be a non-profit corporation or ceases
to be recognized by the Internal Revenue Service as a tax exempt entity under Section
501(c)(3) of the Internal Revenue code.

        6.6    The University and the Foundation have a long history of mutual
cooperation and support. To further this relationship, the University President will
approve nominations to the Foundation’s Board of Directors. In addition, Foundation
Board Members shall be elected to terms not to exceed three years and no less than one-
third of the Board Members shall be elected in a single year. Although a director may be
elected to more than one term, the approval process and rotation required shall work to
maintain alignment between the Foundation and the mission of the University. If the
University President determines that the cooperation between the University and the
Foundation is not in place and is, as a result, detrimental to the best interests of the
University, the President shall notify the Commissioner of Higher Education. The IHL
shall attempt to reconcile the parties, including mediation if advisable. If, however, the
IHL determines and notifies the University President that it is in the best interests of the
University to substitute new members of the Board of Directors of the Foundation, the
University President may direct that, at the expiration of a ninety-day period, the terms of
office of 100% of the Directors shall be deemed to have expired. Upon such event, a
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five- person Commission shall be selected as follows: (1) one member appointed by the
University President, (2) one member appointed by the IHL, (3) one member appointed
by the Board of Directors of the Mississippi University for Women Alumni Association,
and (4) two members appointed from within and by the group of donors to the University
whose lifetime outright giving to the University, through the MUW Foundation, exceeds
$50,000; however, this donor group may not appoint as a member of the Commission
anyone who at the time of the appointment is serving as (i) a University or IHL employee
or (ii) an employee, officer, trustee, or director of any University affiliated support
organization or foundation. The Commission shall then appoint, within the ninety-day
period, by majority vote, members to the Board of Directors to replace the Directors
whose terms shall be deemed to have expired. The reconstituted Board of Directors shall
then elect new officers of the Foundation.

         6.7     In the unlikely event that the Commission, as described in 6.6 above, shall
appoint a new Board of Directors for the Foundation, it is expressly understood that any,
or all, of the previous Foundation board members may be reelected by this Commission
to serve.
                  ARTICLE 7. MISCELLANEOUS PROVISIONS

       7.1    This Agreement shall be construed, governed, interpreted and applied in
accordance with the laws of the State of Mississippi.

        7.2    The parties agree that the Foundation is not an agent or employee of the
University, and nothing in this Agreement creates an employment or other agency
relationship between the parties.

        7.3     Neither the University nor the Foundation shall have any liability for the
obligations, acts, or omissions of the other party.

         7.4    The parties agree that the Foundation is a private, independent entity and,
as such, is not governed by the IHL, but rather has its own governing Board of Directors.
Accordingly, to the extent permitted by the laws of the State of Mississippi applicable to
a public institution of higher learning, each party to this Agreement shall be responsible
for its own obligations, acts or omissions.

       7.5     The University and Foundation agree that the Foundation’s donor and
giving records and any other financial or commercial information possessed by the
Foundation or provided by the Foundation to the University concerning individuals or
corporations that provide Foundation financial support are confidential and proprietary.
Except for the provisions of Section 2.12 above, unless required to disclose such
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information by applicable law, the University and Foundation agree not to disclose to
third parties and to keep confidential the giving records, giving history and financial or
commercial information of individuals and corporations that provide financial support to
the Foundation.

        7.6     In the performance of this Agreement, the Foundation shall not deny
employment opportunities to any person on the basis of race, color, religion, ethnic group
identification, sex, age, physical or mental disability, medical condition, or veteran’s
status. The Foundation agrees to comply with all non-discriminatory laws and policies
that the University promulgates and to which the University is subject.

        7.7     The parties hereto acknowledge that this Agreement sets forth the entire
agreement and understanding of the parties hereto as to the subject matter hereof, and
shall not be subject to any change or modification except by the execution of a written
instrument subscribed to by the parties hereto.

        7.8     The provisions of this Agreement are severable, and in the event that any
provisions of the Agreement shall be determined to be invalid or non-enforceable under
any controlling body of the law, such invalidity or non-enforceability shall not in any
way affect the validity or enforceable nature of the remaining provisions hereof.
        7.9     The failure of either party to assert a right hereunder or to insist upon
compliance with any term or condition of the Agreement shall not constitute a waiver of
that right or excuse a similar subsequent failure to perform any such term or condition by
the other party.

       7.10 This Agreement shall not be assigned or otherwise transferred by either
party without the prior written consent of the other, which consent shall not be
unreasonably withheld.

       7.11 The Foundation’s obligations pursuant to this Agreement shall also
extend, as applicable, to any entity it owns or controls.

                              ARTICLE 8. NOTICE

         8.1      Any notice to either party hereunder shall be in writing signed by the party
given it, and shall be deemed given when mailed postage prepaid by U.S. Postal Service
first class, certified or overnight mail, or when sent by Federal Express or a comparable
service, or hand-delivered, when addressed as follows:
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To the University:                                  To the Foundation:
Allegra Brigham                                     Jo Anne Reid
Interim President                                   Chair, Board of Directors
Mississippi University for Women                    MUW Foundation
1100 College Street, MUW-1600                       1100 College Street, MUW-1618
Columbus, MS 39701                                  Columbus, MS 39701

or to such other addressee as may be hereafter designated by written notice.

        IN WITNESS WHEREOF, the University and the Foundation, acting through the
President of the University and the Chair of the Board of Directors of the Foundation,
respectively, execute this Agreement on ____ day of __________ to be effective on
January 1, 2011.

MISSISSIPPI UNIVERSITY FOR WOMEN                    MISSISSIPPI UNIVERSITY FOR
                                                    WOMEN FOUNDATION


By: _________________________                       By: ________________________
Allegra Brigham, Interim President                  Jo Anne Reid, Chair, Board of
                                                    Directors


                                                    By: ________________________
                                                    Gary A. Bouse, President
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                           ACKNOWLEDGMENT

State of Mississippi
County of Lowndes

        Personally appeared before me, the undersigned authority in and for the
jurisdiction aforesaid, Allegra Brigham, known by me to be the Interim President of The
Mississippi University for Women, who executed the aforesaid Agreement, on this the
______ day of ___________________, 2011, on behalf of The Mississippi University for
Women being duly authorized so to do.

                                           _______________________________
                                           Notary Public

My Commission Expires:
_______________________




                            ACKNOWLEDGMENT


State of Mississippi
County of Lowndes

        Personally appeared before me, the undersigned authority in and for the
jurisdiction aforesaid, the within named Jo Anne Reid, known by me to be the Chair of
the Mississippi University for Women Foundation, who executed the aforesaid
Agreement on this the ________ day of __________________, 2011, for and on behalf
of The Mississippi University for Women Foundation, being duly authorized so to do.

                                    _________________________________
                                    Notary Public

My Commission Expires:
________________________
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                                  AKNOWLEDGEMENT

      State of Mississippi
      County of Lowndes

              Personally appeared before me, the undersigned authority in and for the
      jurisdiction aforesaid, the within named Gary A. Bouse, known by me to be the President
      of the Mississippi University for Women Foundation, who executed the aforesaid
      Agreement on this the ________ day of __________________, 2011, for and on behalf
      of The Mississippi University for Women Foundation, being duly authorized so to do.

                                          _________________________________
                                          Notary Public

      My Commission Expires:
      _______________________

      STAFF RECOMMENDATION:               Board staff recommends approval of this item.

16.   MUW - APPROVAL OF PROPOSED AFFILIATION AGREEMENT BETWEEN
      MISSISSIPPI UNIVERSITY FOR WOMEN AND THE MISSISSIPPI
      UNIVERSITY FOR WOMEN ALUMNI ASSOCIATION

      Mississippi University for Women (MUW) requests Board approval of the below
      proposed affiliation agreement between MUW and the MUW Alumni Association. The
      proposed agreement meets the requirements of Board Policy 301.0806
      Foundation/Affiliated Entity Activities.

      This Affiliation Agreement (Agreement), dated September ____, 2010, is between
      Mississippi University for Women (the University), and the Mississippi University for
      Women Alumni Association (the Association).
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                                    RECITALS

1.     This Agreement is mandated by the Board of Trustees of the State Institutions of
Higher Learning (IHL), as set forth in IHL Policy 301.0806.

2.      The University is a state institution of higher learning established pursuant to the
laws of the State of Mississippi. The Association is incorporated under the laws of the
State of Mississippi.

3.      The University has a strong interest in maintaining a favorable relationship with
its graduates, former students, and friends of the University.

4.     The Association exists to promote the mission of the University by (i) establishing
and maintaining a quality relationship between the University and its alumni, former
students, and friends; (ii) service to the University through awards and other appropriate
recognition to students, alumni, and faculty for their contributions to the University and
community, and (iii) promoting the general welfare and interests of the University by
alumni service to the University.

5.     The Association serves the University by attracting, organizing, and encouraging
graduates, former students, and friends throughout Mississippi and the world to advance
the University’s mission.

6.      The University and the Association desire to interact and cooperate to serve the
interests of the University.

7.     The Association requires services from the University. The University is willing
and able to provide those services to the Association. This relationship benefits not only
the Association, but the University by facilitating the Association’s achievement of the
Association’s mission to benefit the University.
8.     The University and the Association, by this Agreement, recognize the relationship
between the University and the Association, clarify the respective rights and
responsibilities of the University and the Association, and identify emerging areas of
collaboration.

9.     The University and the Association desire to define the arrangements concerning
services, use of facilities, and activities as set forth in this Agreement.
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      In consideration of these recitals and the mutual covenants contained in this
Agreement, the University and the Association agree, as follows:

        ARTICLE 1. RELATIONSHIP, PERSONNEL AND SERVICES

       The Association may use, with the approval of the University President, such
administrative, professional, and other University employees from time to time as are
needed to carry out the purposes of the Association as agreed by the University.

             ARTICLE 2. THE ASSOCIATION’S OBLIGATIONS

        2.1     The Association agrees to provide an organizational framework for
volunteer service to the University through geographic area alumni groups and special
interest alumni groups. The Association will serve as the most widely accessible medium
for graduates, former students, and friends of the University to maintain relationships
with the University. Nothing in this Agreement shall be construed to give the Association
control of or authority over other affiliates supporting the University and its constituent
units. The Association will work cooperatively and in good faith with these
organizations to promote the interests of the University and its relationship with its
alumni.

         2.2    The Association agrees that it will use its resources for the sole and
express purpose of advancing the University’s mission. The Association further agrees
that it may not amend its Articles of Incorporation or By-Laws during the life of this
Agreement unless the University consents to the proposed amendment.

        2.3     The Association agrees to assist the University in developing and
supporting programs and services, including, but not limited to, administration,
maintenance, and enhancement of the alumni data base; operation of homecoming and
reunion programs; maintenance of a faculty of the year award; participation in advocacy
and other advancement endeavors; maintenance of a career services program;
maintenance of programs serving the University's student population; and participation in
scholarship programs, award recognition programs, student recruitment programs, and
special events.

       2.4    At least thirty days before the end of each Fiscal Year (June 30) during
this Agreement, the Association shall submit an annual budget for the forthcoming Fiscal
Year to the University President.
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       2.5     The Association agrees to provide volunteers to serve the University.

         2.6 The Association must cause to be prepared annual financial statements of
the condition of the Association, which shall include such detail as the IHL Board may
from time to time require. The Association must also engage a Certified Public
Accounting (CPA) firm to perform annual audits of the Association’s annual financial
statements. The Association shall submit the audited financial statements, along with a
list of Association officers, directors or trustees, not later than five months following the
completion of the Association’s fiscal year, to the University President and to IHL.
However, the annual audited financial statement of the Association may be required for
inclusion in the State of Mississippi’s Comprehensive Annual Financial Report (CAFR).
If the Association will be required to submit annual audited financial statements for
inclusion in the CAFR, as determined by the IHL Board’s Deputy Commissioner of
Finance and Administration and the external auditing firm hired to perform the annual
IHL system audit, the Association must submit annual audited financial statements to the
University President and to the IHL, along with a list of Association officers, directors or
trustees, by October 15 of each year. The IHL Board’s Deputy Commissioner of Finance
and Administration shall notify the Association of the applicability of the October 15
deadline as far in advance of the deadline as possible each year. The CPA firm to be
utilized by the Association must be approved by the IHL Board and all requests for
approval of the CPA firm must be submitted to the IHL Board for approval not later than
three months prior to the end of the Association’s fiscal year for which the audit will be
conducted. Unless approval is specifically granted for multiple years, approval of a firm
by the IHL Board for one year does not constitute approval for other years, and requests
for approval of the CPA firm must be submitted on an annual basis. However, at the
request of the Association, the University President, with the approval of the IHL Board,
may grant a request of the Association to waive the requirement of an annual audit by a
CPA firm on a showing of adequate grounds, such as a showing that the assets of the
Association are so limited as to make the expense of engaging a CPA firm to perform an
audit financially burdensome to the Association and unnecessary. Such a waiver may be
conditioned upon such other review of the financial records of the Association in lieu of
an audit as the University and the IHL may deem feasible. Such a request for a waiver
must be accompanied by (a) the most recent annual audited financial statements of the
Association (if any such statements exist), (b) the financial statements of the most
recently completed fiscal year, (c) a written description of how the Association
anticipates that the year-end financial statements for the current year will differ from the
financial statements as of the end of the most recently completed fiscal year, and (d) a
good faith estimate of the cost of engaging an auditor with respect to the statements. The
granting of any request to waive the requirement of an annual audit by a CPA firm
approved by the IHL is within the sole discretion of the University and the IHL Board.
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Any waiver of the audit requirement will apply only for one year, and any request to
waive the requirement for the next year should be submitted as outlined above. The
Association shall contemporaneously submit an annual report to the University and to the
IHL providing a detailed list of supplemental compensation which was submitted to the
University for the purpose of providing additional compensation to University employees
or paid directly to University employees. This reporting requirement does not apply to
transfers to the University by the Association that are paid directly to the University for
use by the University to compensate University employees if that compensation is
included in the University’s annual budget.

        2.7    The Association may not underwrite, pay, or provide additional
compensation to the University President or any IHL system office employee without the
prior approval of the IHL. Any such request for approval shall be made through the IHL
Commissioner to the IHL. Additionally, the Association may not provide or pay
compensation to any other University employee without prior approval of the University
President, and any such approval shall be reported to the IHL by the Association at the
IHL’s next meeting. This provision does not apply to transfers to the University by the
Association that are paid directly to the University for use by the University to
compensate University employees if that compensation is included in the University’s
annual budget.

        2.8    The Association acknowledges and agrees that the University owns all
copyright, interest in, and right to all trademarks, trade names, logos, and service marks
developed by the University, including any trademarks, trade names, logos, and service
marks historically associated with or used by the Association. The Association may only
use the University’s name, symbols, trademarks, trade names, logos, and service marks
consistent with the University policy, including but not limited to any symbols,
trademarks, trade names, logos, and service marks developed by the University for use by
the Association. Upon termination of this Agreement the Association shall be prohibited
from using the name, symbols, trademarks, trade names, logos, and service marks of the
University.

        2.9    The Association shall enter into an agreement with the Mississippi
University for Women Foundation, Inc. (the Foundation), to provide for the Foundation’s
receipting and accounting for gifts, membership dues and miscellaneous income
designated for the Association, any current local chapters and any local chapters formed
by the Association after the date of this Agreement. This agreement between the
Foundation and the Association is necessary to assure that any funds are received and
accounted for consistent with the policies and practices adopted by the Foundation and
consistent with the Affiliation Agreement between the University and the Foundation and
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to provide for the Foundation’s management on behalf of the Association of all
Association assets.

        2.10 The Association shall provide the University President reasonable notice
of any regular, annual, or special meetings of the Association (including, but not limited
to, meetings of the governing board, any committee and the membership), and the
University President (or the President’s designee) shall have the right to attend any such
meetings.

       2.11 The University may from time to time make requests of the Association or
seek assistance from the Association in accomplishing the University’s mission, and the
Association agrees that it will use its best efforts to provide such assistance.

        2.12 The Association has the responsibility as an affiliated entity to use its
resources in a responsible and effective manner to further the mission of the University
and to support the University.

        2.13 To assure that the resources and services provided by the University are
expended for the ultimate benefit of the University, as long as this Agreement is in effect,
the Association, working with the University Director of Alumni Relations, shall provide
to the University, not less often than annually, the following information:

       (i) A report specifying how the University resources and services were used, and
       the benefits (both financial and intangible) to the University arising from that use.

       (ii) A description of proposed activities for the coming year. The description
       shall be developed with input from and the approval of the University’s Director
       of Alumni Relations.

       (iii) The Association’s current financial policies, procedures and controls, if any,
       as set forth in its Articles of Incorporation or By-Laws.

        2.14 The Association agrees to maintain its financial and accounting records, if
any, in accordance with generally accepted accounting principles. The records shall be
maintained separately from those of the University. The University President shall have
the right upon two days’ notice to inspect the books and records of the Association during
normal office hours.
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         The Association agrees to retain all books, accounts, reports, files and other
records of the Association relating to this Agreement, if any, and make such records
available at all reasonable times for inspection and audit by the University, or their
agents, during the term of and for a period of five years after the completion of this
Agreement. Such records shall be provided at the University’s Alumni Office in
Columbus, Mississippi, or such other location as designated by the University upon
reasonable notice to the Association. To the extent that information is inspected,
reviewed or received by the University President or his/her designees, with respect to the
identity of donors, sponsors, or members who have expressly stated they wish to remain
anonymous, with respect to any information relating to the identification, cultivation and
solicitation of donors, sponsors, or members, with respect to personal, commercial, or
proprietary information relating to a donor or member or his/her family or business, or
with respect to any personal, commercial or proprietary information provided to the
Association by third parties, such information shall be treated as confidential by the
University President and by any designee who may review or acquire such information.
The University is expected to take appropriate safeguards to assure that such information
is utilized or disseminated only in a manner that is appropriate under the circumstances.
If upon such inspection or audit the University determines that University funds or
resources have been expended for purposes inconsistent with this Agreement, the
Association, upon demand by the University, shall reimburse the University for such
misused funds, and the University shall have all rights provided by law, including the
right to suspend further provision of resources under this Agreement and to terminate this
Agreement. These same inspection and information rights are also extended to the IHL
or its designee when authorized to exercise such rights by the IHL acting upon its
minutes. However, it is understood that the appropriate extent of any disclosure or other
use of any confidential, personal, commercial or proprietary information is in the
discretion of the IHL, and further, any such decision to disclose or release any
confidential, personal, commercial or proprietary information or information that would
identify any particular donor or members shall be made by the IHL acting upon its
minutes.

        2.15 The University’s Office of Alumni Relations shall participate in setting
goals for the Association in conjunction with the University’s goals and priorities.

       2.16 The Association shall adopt and maintain a conflict of interest policy that
complies with the requirements of Miss. Code Ann. § 79-11-269 (1972), as amended
from time to time.
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         2.17 The Association shall not solicit any gift, donation or grant. With the
approval of the University President, the Association may establish a dues structure for
its membership. The Association shall not enter into any transaction that creates any
liability for the University.

       2.18 No member of the Association can encumber the University’s funds or
otherwise bind the University in any way.

       2.19    No University assets will be managed by the Association.

       2.20 If the Association should cease to exist, any Association assets donated to
the Association for the benefit of the University must be transferred to the University or
to another non-profit entity designated by the University.

       2.21 The Association will not engage in any fund-raising activities and cannot
apply for Section 501(c)(3) status, or its equivalent, under IRS guidelines without the
express written permission of the University President.

       2.22 The Association may enter its contracts for professional, advisory or other
personal services in carrying out its duties, but any such contracts entered into after the
execution of this Agreement shall not exceed two years.

        2.23 The Association’s By-Laws shall specify, among other things, a process
for selecting or electing members of the governing board that requires the Association to
use best efforts to achieve racial, gender, and generational diversity in composition of the
governing board.

        2.24 The process for nominations for the Association Officers shall be an
inclusive process designed to achieve representation that reflects the membership of the
alumni.

        2.25 The Association must obtain written approval from the University
President for any formal merger or affiliation between the Association and any other
entity.

        2.26 The Association shall not accept any gift, donation or grant or enter into
any transaction that creates any liability for the University, without advance written
approval of the University President.
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       2.27 The Association agrees to manage all funds in its control in a fiscally
sound and prudent manner.

              ARTICLE 3. THE UNIVERSITY’S OBLIGATIONS
                        AND IN-KIND SUPPORT

        3.1     The University grants the Association a non-exclusive, non-transferable
license to use University trademarks, trade names, service marks, and logos consistent
with University policy, including but not limited to a license to use marks developed by
the University for use by the Association.

       3.2     The University grants the Association an exclusive, transferable license to
use University trademarks, trade names, service marks, and logos historically associated
with the Association or developed by the University or the Association for the
Association=s use.

        3.3    The University agrees to designate the Association as an official affiliated
entity of the University.

       3.4      The University shall provide the Association such other rights, privileges
or benefits as the University President, in the University President=s sole discretion, may
determine will assist the Association in discharging its obligations under this Agreement.

       3.5     The University President shall be an ex-officio non-voting member of the
Association’s governing board and shall be given reasonable notice of any meeting of the
governing board, as required by Section 2.10 of this Agreement.

        3.6     Subject to the availability of funding and the budget process, the
University agrees in good faith to provide the Association with resources suitable in the
University’s judgment for the accomplishment of the Association’s activities for the
University’s benefit, and may include services and supplies, staff support, office space,
and such financial support as agreed upon between the parties from time to time. The
amount and nature of such resources shall be determined annually, on a fiscal year basis,
in connection with the program planning and budget processes of the University and the
Association. No provision in this Agreement shall be construed to give the Association
any legal entitlement to any University funding, personnel or other resources in any
particular fiscal year. All University assets, including personal property, made available
to the Association under the terms of this agreement shall remain the property of the
University unless sold, conveyed or transferred to the Association by way of a separate
written agreement.
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       3.7     The University President will encourage all parts of the University to
collaborate with the Association in implementing the Association’s programs and
services.

        3.8    The University President agrees to inform the Association on a regular
basis of the University’s needs and priorities or, if necessary, as the need arises.

                           ARTICLE 4. COMPLIANCE

        4.1    The Association shall comply with all federal and state laws and
regulations and shall comply with any compliance, financial, accounting, audit, and
regulatory guidelines as may be required by IHL.

        4.2     The provisions of this Agreement shall apply to any and all entities owned
or controlled by the Association, with the exception of a special purpose entity created
for the sole and specific purpose of utilization as a financing vehicle for the private
financing of university auxiliary facilities by a private developer using the alternate dual-
phase design-build privately financed construction method, as specially authorized by
Miss. Code Ann. Section 37-101-41, et seq. (1972), as amended. If the use/purpose of
any such special purpose entity ever changes, the special purpose entity would then be
required to comply with any and all provisions of this Agreement between the University
and the Association, which owns or controls the special purpose entity.

                           ARTICLE 5. INDEMNIFICATION

        The Association agrees to indemnify and hold harmless the University, including
its agents and employees from any and all claims, demands, suits, or liabilities of any
nature, or on account of any of the actions or inactions in or about the licensed premises.
The Association agrees to reimburse the University and its agents and employees for any
expenses incurred by them or as a result of legal action or inaction, including reasonable
attorney fees, provided funds are available for such purpose.

                            ARTICLE 6. REPORTING

       6.1     The Association shall, by December 1 of each year during the life of this
Agreement, submit a detailed annual report of the work and financial condition of the
Association to the President, and any other reports as required by this Agreement, the By-
Laws of the Association, the policies of the University’s governing board or by other
applicable law and shall also submit by the same date any other reports as required by
this Agreement, by the Bylaws of the Association, by IHL policies or by other applicable
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law, including but not limited to any and all reports required by Articles 2.6 and 2.7 of
this Agreement.

       6.2    The Association shall promptly notify the University President of the
University and the IHL, in writing, if any of the following events (“Reportable Events”)
occur:

       1. The Association has materially breached any of its contractual obligations
          under the Agreement;
       2. The Association has materially failed to properly receive, apply, manage or
          disburse any funds or has materially failed to properly comply with any
          binding instructions from donors relating to those funds;
       3. The Association has engaged in any conduct that is prohibited or subject to
          sanction under state or federal law, including any and all requirements
          applicable to tax exempt organizations;
       4. There has been a failure by the Association or any of its officers and directors
          to comply with any conflict of interest requirements created by applicable
          state or federal law or by the governing documents or procedures of the
          Association;
       5. Any state or federal regulatory body begins any investigation of any matter
          that may have a significant financial or regulatory effect on the Association or
          upon its status as a tax exempt organization; or
       6. The Association has contracted with or entered into any business or pecuniary
          relationship with any of its board members, other than a full time employee of
          the Association, or any entity controlled directly or indirectly by the board
          member, which would reasonably be expected to provide for payment or
          benefits to that person exceeding the value of $50,000 in any calendar year;
          The previous sentence creates a duty for the Association to report any such
          transaction but does not suggest or imply that all such transactions are either
          prohibited or permitted.

         6.3     The Association’s President shall submit to the University President and to
the IHL a signed certification statement annually, before January 31 of each year, which
affirmatively states that the Association has examined its donor records and business
transactions occurring during its fiscal year ending within the prior calendar year, and
that to the best of its knowledge, there is no evidence that any Reportable Events
occurred, other than those which have been duly reported to the University President and
the IHL, as required in Article 6.2 above. In this certification the Association’s President
shall re-affirm that, in the event he/she becomes aware of any such Reportable Events,
the Association President will immediately notify, in writing, the University President.
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                ARTICLE 7. TERMINATION AND RENEWAL

       7.1     This Agreement shall have a term of five years, if not renewed by mutual
consent of the parties before that date.

       7.2     The University may terminate this Agreement without cause with thirty
days written notice to the Association and prior approval of IHL, acting upon its minutes.

       7.3     The University may terminate this Agreement for cause without notice to
the Association but with notice to the IHL and prior approval of the IHL, acting upon its
minutes. The Association may not terminate the agreement without the consent of the
University President and the IHL Board.

        7.4     If this Agreement is terminated for any reason, including because the
Agreement has expired without being renewed under Article 7.1, Articles 2.8, 2.14, 2.20,
5, 7, and 8 shall survive the termination.

        7.5     Upon termination and/or non-renewal of this Agreement, (1) the
Association shall cease to use and shall not assign or delegate the authority to use the
University’s name, symbols, trade names, registered marks or logos to any person or
entity without the written approval of the University President, (2) the Association shall
remit any and all unrestricted funds held for the benefit of the University to such entity as
designated in writing by the University President on behalf of the University, (3) the
Association shall work in concert with its members and/or donors, to the extent
practicable and allowed by law, to move any restricted funds held for the benefit of the
University to such entity as designated in writing by the University President on behalf of
the University, (4) the Association shall work in concert with persons or entities with
which it had contractual relations to the extent practical and allowed by law, to assign any
contracts to such entity as designated by University President; and (5) the Association
shall work in concert with the University to provide the University or its designee with
records and materials of the Association necessary to continue the business and/or wind
up the affairs of the Association.

        7.6    The Association agrees to cease using the University=s name, marks,
symbols and logos in the event the Association dissolves, ceases to be a non-profit
corporation, ceases to be recognized as a tax exempt entity under Section 501(c)(3) of the
Internal Revenue Code, or this Agreement is terminated.
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       7.7    The University and the Association desire to work together in an
environment of mutual cooperation and support. In addition, Association Board
Members shall be elected to terms not to exceed three years and no less than one-third of
the Board Members shall be elected in a single year. Although a director may be elected
to more than one term, the approval process and rotation required shall work to maintain
alignment between the Association and the mission of the University.

        7.8     If the University President determines that the cooperation between the
University and the Association is not in place and is, as a result, detrimental to the best
interests of the University, the President shall notify the Commissioner of Higher
Education and the IHL shall attempt to reconcile the parties, including through mediation
if advisable. If the IHL determines and notifies the University President that it is in the
best interest of the University to substitute new members of the Board of Directors of the
Alumni Association, the University President may direct that at the expiration of a
ninety-day period, the terms of office of 100% of the Directors shall be deemed to have
expired. Upon such event, a five-person Commission shall be selected as follows: (1)
one member appointed by the University President, (2) one member appointed by the
IHL, (3) one member appointed by the Board of Directors of the MUW Foundation, and
(4) two members appointed from within and by the group of alumni donors to the
University whose lifetime outright giving to the University, through the MUW
Foundation, exceeds $50,000; however, this donor group may not appoint as a member of
the Commission anyone who at the time of the appointment is serving as (i) a University
employee or (ii) an employee, officer, trustee, or director of any University affiliated
support organization or foundation. The Commission shall then appoint, within the
ninety day period, by majority vote, members to the Board of Directors to replace the
Directors whose terms shall be deemed to have expired. The reconstituted Board of
Directors shall then elect new officers of the Alumni Association.

                ARTICLE 8. MISCELLANEOUS PROVISIONS

       8.1    This Agreement shall be construed, governed, interpreted and applied in
accordance with the laws of the State of Mississippi.

        8.2    The parties agree that the Association is not the agent or employee of the
University and nothing in this Agreement creates an employment or other agency
relationship between the parties.

       8.3      The parties agree that the Association is a private, independent entity and,
as such, is not governed by the IHL. To ensure the independence of the Association, no
IHL employee shall hold a voting position on the Association Board. Senior University
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administrators should only participate on the Association’s Board, if at all, in an ex-
officio, non-voting capacity. The IHL may allow, upon written request by the University,
exceptions to this restriction regarding IHL/University employees.

        8.4     The University and the Association agree that the Association’s donor and
giving records and any other financial or commercial information possessed by the
Association or provided by the Association to the University concerning individuals or
corporations that provide the Association financial support are confidential and
proprietary. Unless required to disclose such information by applicable law and except as
provided otherwise in Article 2.14 of this Agreement with respect to actions by IHL
acting upon its minutes, the University and the Association agree not to disclose to third
parties and to keep confidential the giving records, giving history, and financial or
commercial information of individuals and corporations that provide financial support to
the Association.

        8.5     In the performance of this Agreement, the Association shall not deny
employment opportunities to any person on the basis of race, color, religion, ethnic group
identification, sexual orientation, sex, age, physical or mental disability, medical
condition, or veteran’s status.

        8.6     The parties hereto acknowledge that this Agreement sets forth the entire
Agreement and understanding of the parties hereto as to the subject matter hereof, and
shall not be subject to any change or modification except by the execution of a written
instrument subscribed to by the parties hereto.

       8.7     The provisions of this Agreement are severable, and in the event that any
provisions of this Agreement shall be determined to be invalid or non-enforceable under
any controlling body of the law, such invalidity or non-enforceability shall not in any
way affect the validity or enforceable nature of the remaining provisions hereof.

        8.8.    The failure of either party to assert a right hereunder or to insist upon
compliance with any term or condition of this Agreement shall not constitute a waiver of
that right or excuse a similar subsequent failure to perform any such term or condition by
the other party.

       8.9     The Association’s obligations pursuant to this Agreement shall also
extend, as applicable, to any entity it owns or controls.
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      MISSISSIPPI UNIVERSITY FOR WOMEN           MISSISSIPPI UNIVERSITY FOR WOMEN
                                                 ALUMNI ASSOCIATION

      By:________________________                By:______________________________
      Name: Allegra Brigham                      Name: Mitzi Green
      Title: Interim President                   Title: President

      Date: ______________________               Date: ______________________________

      STAFF RECOMMENDATION:               Board staff recommends approval of this item.

17.   MVSU - APPROVAL OF PROPOSED AFFILIATION AGREEMENT BETWEEN
      MISSISSIPPI VALLEY STATE UNIVERSITY AND THE MISSISSIPPI VALLEY
      STATE UNIVERSITY NATIONAL ALUMNI ASSOCIATION

      Mississippi Valley State University (MVSU) requests Board approval of the below
      proposed affiliation agreement between MVSU and the MVSU National Alumni
      Association. The proposed agreement meets the requirements of Board Policy
      301.0806 Foundation/Affiliated Entity Activities.

              This agreement is made and entered into this1st day of January, 2011 (the
      effective date) by and between MISSISSIPPI VALLEY STATE UNIVERSITY, a state institution
      of higher learning, organized and existing under the laws of the State of Mississippi
      (hereinafter referred to as AUniversity@), and the THE MISSISSIPPI VALLEY STATE
      UNIVERSITY NATIONAL ALUMNI ASSOCIATION, a corporation duly organized under the
      laws of the State of Mississippi (hereinafter referred to as AAssociation@).
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                                     RECITALS

        1.      The University is a state institution of higher learning established pursuant
to the laws of the State of Mississippi.

        2.     The Association has been established as a non-profit, educational and
charitable organization under Section 501(c)(3) of the Internal Revenue Code of 1986 for
the purposes outlined in its Articles of Incorporation, a copy of which is attached to this
agreement as Exhibit A.

        3.      The University must enter an affiliation agreement with the Association as
required by the Board of Trustees of the State Institutions of Higher Learning (“IHL”), as
set forth in IHL Policy 301.0806.

        4.     The University has a strong interest in maintaining a favorable relationship
with its graduates, former students, and friends of the University.

        5.      The Association serves the University and promotes its mission by among
other things, attracting, organizing, and encouraging graduates, former students, and
friends throughout Mississippi and the world to advance the University's mission and by
fostering, encouraging, establishing, and maintaining affinity, loyalty, community, and
relationships among the University, its alumni, former students, and its friends.

       6.      The University and the Association have a history of interaction and
cooperation that has served the interests of the University.

        7.      The Association has the responsibility as an affiliated entity to use its
resources in a responsible and effective manner to further the mission of the University
and to support the University.

       8.       The University and the Association anticipate that the University will
provide the Association with specified services and facilities with which to carry out its
responsibilities in exchange for the development, financial, and other services, support,
and assistance the Association shall provide the University.

       9.     The University and the Association desire to define the arrangements
concerning services, facilities, premises, and activities as set forth in this agreement.
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       NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the University and the Association do hereby agree, as follows:

                  ARTICLE 1. PERSONNEL AND SERVICES

        1.1     The Association may utilize, with the approval of the President of the
University, such University administrative, professional, and other employees from time
to time as are needed to carry out the purposes of the Association as agreed by the
University.

       1.2     IHL Board Policy 301.0806 D.15 requiring affiliated entities to submit to
the IHL an annual report providing a detailed list of supplemental compensation provided
to administrators, faculty, athletic staff, and other employees is not applicable to the
Association as no such supplemental compensation is contemplated under this agreement.

                 ARTICLE 2. ASSOCIATION OBLIGATIONS

        2.1     The Association agrees to provide an organizational framework for
volunteer service to the University through local alumni clubs, professional chapters, and
special interest alumni groups. The Association will serve as the most widely accessible
medium for graduates, former students, and friends of the University to maintain
relationships with the University. Nothing in this Agreement shall be construed to give
the Association control of or authority over other affiliates supporting the University and
its constituent units. The Association will work cooperatively and in good faith with
these organizations to promote the interests of the University and its relationship with its
alumni.

       2.2 The Association agrees to assist the University in developing and
supporting programs and services, including, but not limited to, administration,
maintenance, and enhancement of the alumni data base; operation of homecoming and
reunion programs; participation in advocacy and other advancement endeavors;
maintenance of a career services program; maintenance of programs serving the
University's student population; and participation in scholarship programs, award
recognition programs, student recruitment programs, and special events.

       2.3    The Association agrees to provide volunteers to serve the University.
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        2.4     The Association agrees that it may only use its resources to advance the
University=s mission as outlined in its Articles of Incorporation. The Association further
agrees that it may not amend its Articles of Incorporation or By-Laws during the life of
this Agreement unless the University consents to the proposed amendment.

        2.5     The University may from time to time make other requests from the
Association or seek other assistance from the Association in accomplishing the mission
of the University, and the Association agrees that it will not unreasonably deny any such
requests for assistance.

       2.6     The Association shall reimburse the University for expenses the
University incurs as a result of the Association=s operations if those expenses would not
otherwise have been incurred by the University.

       2.7 To assure that the resources and services provided by the University are
expended for the ultimate benefit of the University, as long as this Agreement is in effect,
the Association shall provide an annual report to the President of the University,
including the following information:

       1. How University resources and services were used, and the benefits (both
       financial and intangible) to the University arising from that use.

       2. A description of proposed activities for the coming year. The description
       shall be developed with input from the University=s Chief Advancement Officer,
       Director of Alumni Affairs and subject to approval by the University President.

       3. The Association's current financial policies, procedures and controls, if any, as
       set forth in its By-Laws and Articles of Incorporation.

       2.8 The University=s Office of Alumni Affairs will provide an opportunity for
the Association to participate in setting goals for the Association in conjunction with the
University=s goals and priorities.

       2.9     At least thirty days before the end of each Fiscal Year during this
Agreement, the Association shall submit an annual budget for the forthcoming Fiscal
Year to the President.

       2.10 The Association agrees to manage all funds in its control in a fiscally
sound and prudent manner.
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         2.11 The Association agrees to maintain its financial and accounting records
separate from the records of the University and in accordance with Generally Accepted
Accounting Principles. The Association agrees to retain all books, accounts, reports, files
and other records of the Association relating to this Agreement, the operation and
management of the Association or any funds contributed to, received by, expended by,
or managed by the Association, and to make such records available at all reasonable
times for inspection and audit by the President or his/her designees, during the term of
and for a period of five years after the completion of this Agreement. Such records shall
be provided at the University=s Alumni Office, or such other location as designated by the
University upon reasonable notice to the Association. To the extent that information is
inspected, reviewed or received by the President or his/her designees, with respect to the
identity of donors, sponsors, or members who have expressly stated they wish to remain
anonymous, with respect to any information relating to the identification, cultivation and
solicitation of donors, sponsors, or members, with respect to personal, commercial, or
proprietary information relating to a donor or member or his/her family or business, or
with respect to any personal, commercial or proprietary information provided to the
Association by third parties, such information shall be treated as confidential by the
President and by any designee who may review or acquire such information. The
University is expected to take appropriate safeguards to assure that such information is
utilized or disseminated only in a manner that is appropriate under the circumstances. If
upon such inspection or audit the University determines that University funds or
resources have been expended for purposes inconsistent with this Agreement, the
Association, upon demand by the University, shall reimburse the University for such
misused funds, and the University shall have all rights provided by law, including the
right to suspend further provision of resources under this Agreement and to terminate this
Agreement. These same inspection and information rights are also extended to the IHL
or its designee when authorized to exercise such rights by the IHL acting upon its
minutes. However, it is understood that the appropriate extent of any disclosure or other
use of any confidential, personal, commercial or proprietary information is in the
discretion of the IHL, and further, any such decision to disclose or release any
confidential, personal, commercial or proprietary information or information that would
identify any particular donor or members shall be made by the IHL acting upon its
minutes.

        2.12 The Association shall maintain its separate financial and accounting
records in accordance with generally accepted accounting principles applicable for its
industry. The Association must cause to be prepared annual financial statements of its
condition, which shall include such detail as the IHL Board may from time to time
require; The Association must also engage a Certified Public Accounting (CPA) firm to
perform annual audits of the its annual financial statements; The Association shall submit
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the audited financial statements, along with a list of its officers, directors or trustees, not
later than five months following the completion of the Association’s fiscal year, to the
affiliated university’s IEO and to IHL; However, submission of the Association’s annual
audited financial statements will be required when necessary for inclusion in the State of
Mississippi’s Comprehensive Annual Financial Report (CAFR); Those Entities
(including the Association) which will be required to submit annual audited financial
statements for inclusion in the CAFR, as determined by the IHL Board’s Deputy
Commissioner of Finance and Administration and the external auditing firm hired to
perform the annual IHL system audit, must submit annual audited financial statements to
the affiliated university’s IEO and to the IHL, along with a list of Association officers,
directors or trustees, by October 15 of each year; The IHL Board’s Deputy Commissioner
of Finance and Administration shall notify the Association of the applicability of the
October 15 deadline as far in advance of the deadline as possible each year; The CPA
firm to be utilized by the Association must be approved by the IHL Board and all
requests for approval of the CPA firm must be submitted to the IHL Board for approval
not later than three months prior to the end of the Association’s fiscal year for which the
audit will be conducted; Unless approval is specifically granted for multiple years,
approval of a firm by the IHL Board for one year does not constitute approval for other
years, and requests for approval of the CPA firm must be submitted on an annual basis;
However, at the request of the Association, the IEO of a university , with the approval of
the IHL Board, may grant a request of the Association to waive the requirement of an
annual audit by a CPA firm on a showing of adequate grounds, such as a showing that the
assets of the Association are so limited as to make the expense of engaging a CPA firm to
perform an audit financially burdensome to the Association and unnecessary; Such a
waiver may be conditioned upon such other review of the financial records of the
Association in lieu of an audit as the University and the IHL may deem feasible; Such a
request for a waiver must be accompanied by (a) the most recent annual audited financial
statements of the Association (if any such statements exist), (b) the financial statements
of the most recently completed fiscal year, (c) a written description of how the
Association anticipates that the year-end financial statements for the current year will
differ from the financial statements as of the end of the most recently completed fiscal
year, and (d) a good faith estimate of the cost of engaging an auditor with respect to the
statements; The granting of any request to waive the requirement of an annual audit by a
CPA firm approved by the IHL is within the sole discretion of the University and the IHL
Board; Any waiver of the audit requirement will apply only for one year, and any request
to waive the requirement for the next year should be submitted as outlined above.
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        2.13 The Association may not underwrite, pay, or provide additional
compensation to the University President or any IHL system office employee without the
prior approval of the IHL. Any such request for approval shall be made through the IHL
Commissioner to the IHL. Additionally, the Association may not provide or pay
compensation to any other University employee without prior approval of the President,
and any such approval shall be reported to the IHL by the Association at the IHL’s next
meeting. This provision does not apply to transfers to the University by the Association
that are paid directly to the University for use by the University to compensate University
employees if that compensation is included in the University’s annual budget.

       2.14 To the extent the Association engages in fundraising on behalf of the
University, the Association agrees to accept or solicit only those gifts that are consistent
with the University=s missions, goals, or objectives.

        2.15 The Association shall not accept any gift, donation or grant or enter into
any transaction that creates any liability for the University, without advance written
approval of the University Chancellor.

       2.16 No member of the Association may encumber the University=s funds or
otherwise bind the University in any way.

       2.17    No University assets will be managed by the Association.

        2.18 The Association acknowledges and agrees that the University owns all
copyright, interest in, and right to all trademarks, trade names, logos, and service marks
developed by the University for use by the Association, including all such trademarks,
service marks, and trade names historically associated with the Association.

       2.19 The Association shall adopt and maintain a conflict of interest policy that
complies with the requirements of Miss. Code Ann. § 79-11-269 (1972), as amended
from time to time.

        2.20 The Association shall provide the President reasonable notice of any
regular, annual, or special meetings of its Board of Directors or of its Executive
Committee, and the President or his/her designee shall have the right to attend any such
meetings as well as the meetings of any other Association committees.

       2.21 If the Association should cease to exist, any Association assets donated to
the Association for the benefit of the University must be transferred to the University or
to another non-profit entity designated by the University.
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       2.22 The Association may enter its contracts for professional, advisory or other
personal services in carrying out its duties, but any such contracts entered into after the
execution of this Agreement shall not exceed two years.

                  ARTICLE 3. UNIVERSITY OBLIGATIONS
                     AND OTHER IN-KIND SUPPORT

        3.1     The University grants the Association a non-exclusive, non-transferable
license to use University trademarks, service marks, and logos consistent with University
policy and its contract with Collegiate Licensing Company, including but not limited to a
license to use marks developed by the University for use by the Association.

       3.2     The University grants the Association an exclusive, transferable license to
use University trademarks, service marks, and trade names historically associated with
the Association or developed by the University or the Association for the Association=s
use.

        3.3    The University agrees to designate the Association as an official affiliated
entity of the University.

       3.4      The University shall provide the Association such other rights, privileges
or benefits as the President, in the President=s sole discretion, may determine will assist
the Association in discharging its obligations under this Agreement.

        3.5 The University Chancellor shall be an ex-officio non-voting member of the
Association's Board of Directors and Executive Committee and shall be given reasonable
notice of any meeting of the Board or Executive Committee, as required by 2.20 of this
Agreement.

        3.6 Subject to the availability of funding and the budget process, the
University agrees to provide the Association with resources suitable in the University's
judgment for the accomplishment of the Association's activities for the University's
benefit, and may include services and supplies, staff support, office space, and such
financial support as agreed upon between the parties from time to time. The amount and
nature of such resources shall be determined annually, on a fiscal year basis, in
connection with the program planning and budget processes of the University and the
Association. No provision in this Agreement shall be construed to give the Association
any legal entitlement to any University funding, personnel or other resources in any
particular fiscal year. All University assets, including personal property, made available
to the Association under the terms of this agreement shall remain the property of the
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University unless sold, conveyed or transferred to the Association by way of a separate
written agreement.

       3.7    The University's President will encourage all parts of the University to
collaborate with the Association in implementing the Association=s programs and
services.

        3.8 The University President agrees to inform the Association on a regular
basis of the University=s needs and priorities.

                           ARTICLE 4. COMPLIANCE

        The Association shall comply with any and all federal and state laws and
regulations.

                       ARTICLE 5. INDEMNIFICATION

        The Association agrees to indemnify and hold harmless the University, including
its agents and employees from any and all claims, demands, suits, or liabilities of any
nature, or on account of any of the actions or inactions in or about the licensed premises.
The Association agrees to reimburse the University and its agents and employees for any
expenses incurred by them or as a result of legal action or inaction, including reasonable
attorney fees, provided funds are available for such purpose.

                           ARTICLE 6. INSURANCE

         6.1    The Association shall maintain General Liability insurance providing
insurance coverage of at least $1,000,000 per occurrence and $2,000,000 aggregate
liability covering its employees and agents during the course and scope of their
employment, providing protection from general liability risks, including, but not limited
to, protection against claims of sexual harassment, discrimination or other violations of
law.
         6.2    The Association shall maintain Automobile Liability insurance providing
at least $1,000,000 per accident or occurrence for bodily injury and property damage.

       6.3      The Association shall maintain Property Insurance in an amount sufficient
to provide full replacement of all insured property, and in the event that the Association
owns any interest in real property during the life of this Agreement sufficient property
and casualty insurance to insure against the loss of the real property and any
improvements or personal property associated with the insured premises.
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      6.4     The Association shall maintain Directors and Officers liability insurance
on members of the Board of Directors and Association Officers, while performing as
such.

        6.5     The Association shall maintain Commercial Excess or Umbrella
Coverage: The Association shall maintain $5,000,000 in commercial umbrella coverage
in addition to the basic coverages set forth in Articles 6.1, 6.2, and 6.4.

       6.6     The Association shall maintain Workers Compensation if required to do so
by applicable law or such other insurance coverages as may be required by applicable
law.
                           ARTICLE 7. REPORTING

        7.1     The Association shall, by October 15 of each year during the life of this
Agreement submit a detailed annual report of the work and financial condition of the
Association for the preceding fiscal year to the University President, and shall also
submit by the same date any other reports as required by this Agreement, by the Bylaws
of the Association, by IHL policies or by other applicable law, including but not limited
to any and all reports required by Articles 2.12 and 2.13. of this Agreement.

       7.2     The Association shall promptly notify the President of the University and t
the IHL, in writing, if any of the following events (“Reportable Events”) occur:

       1. The Association has materially breached any of its contractual obligations
          under the Agreement;
       2. The Association has materially failed to properly receive, apply, manage or
          disburse any funds or has materially failed to properly comply with any
          binding instructions from donors relating to those funds;
       3. The Association has engaged in any conduct that is prohibited or subject to
          sanction under state or federal law, including any and all requirements
          applicable to tax exempt organizations;
       4. There has been a failure by the Association or any of its officers and directors
          to comply with any conflict of interest requirements created by applicable
          state or federal law or by the governing documents or procedures of the
          Association;
       5. Any state or federal regulatory body begins any investigation of any matter
          that may have a significant financial or regulatory effect on the Association or
          upon its status as a tax exempt organization; or
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       6. The Association has contracted with or entered into any business or pecuniary
          relationship with any of its board members, other than a full time employee of
          the Association, or any entity controlled directly or indirectly by the board
          member, which would reasonably be expected to provide for payment or
          benefits to that person exceeding the value of $50,000 in any calendar year;
          The previous sentence creates a duty for the Association to report any such
          transaction but does not suggest or imply that all such transactions are either
          prohibited or permitted.

        7.3     The Association’s chief executive officer shall submit to the President and
to the IHL a signed certification statement annually, before January 31 of each year,
which affirmatively states that the Association has examined its donor records and
business transactions occurring during its fiscal year ending within the prior calendar
year, and that to the best of its knowledge, there is no evidence that any Reportable
Events occurred, other than those which have been duly reported to the President of the
University and the IHL, as required in Article 7.2 above. In this certification the
Association’s chief executive officer shall re-affirm that, in the event he/she becomes
aware of any such Reportable Events, the Association chief executive officer will
immediately notify, in writing, the President of the University.

                ARTICLE 8. TERMINATION AND RENEWAL

       8.1     This Agreement shall have a term of five years, if not renewed by mutual
consent of the parties before that date.

       8.2     The University may terminate this Agreement without cause with thirty
(30) days written notice to the Association and prior approval of IHL, acting upon its
minutes.

        8.3    The University may terminate this Agreement for cause without notice to
the Association but with notice to the IHL and prior approval of the IHL, acting upon its
minutes. The Association may not terminate this Agreement without the prior approval
of the University President and the IHL.

        8.4     If this Agreement is terminated for any reason, including because the
Agreement has expired without being renewed under Article 8.1, Articles 2.11, 2.19,
2.22, 5, 8, and 9 shall survive the termination.

       8.5    Upon termination and/or non-renewal of this Agreement, (1) the
Association shall cease to use and shall not assign or delegate the authority to use the
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University’s name or registered marks or logos to any person or entity without the written
approval of the President, (2) the Association shall remit any and all unrestricted funds
held for the benefit of the University to such entity as designated in writing by the
President on behalf of the University, (3) the Association shall work in concert with its
members and/or donors, to the extent practicable and allowed by law, to move any
restricted funds held for the benefit of the University to such entity as designated in
writing by the President on behalf of the University, (4) the Association shall work in
concert with persons or entities with which it had contractual relations to the extent
practical and allowed by law, to assign any contracts to such entity as designated by the
President; and (5) the Association shall work in concert with the University to provide the
University or its designee with records and materials of the Association necessary to
continue the business and/or wind up the affairs of the Association.

        8.6    The Association agrees to cease using the University=s name, marks, and
logos in the event the Association dissolves, ceases to be a non-profit corporation, ceases
to be recognized as a tax exempt entity under Section 501(c)(3) of the Internal Revenue
Code, or this Agreement is terminated.

        8.7     The University and the Association expect there to exist a cooperative
relationship between them. In the event that the University President determines that
such cooperation does not exist and that the relationship is untenable and thus, in the
President’s view, detrimental to the best interests of the University, the President shall
notify the Commissioner of Higher Education and the IHL shall attempt to reconcile the
parties, including through mediation if practicable. If the IHL determines and notifies the
University President that it is in the best interest of the University to establish new
members of the Board of directors of the Association, the University President may direct
that at the expiration of a ninety-day period, the terms of office of 100% of the total
number of Directors and all accompanying officers shall be deemed to have expired.
Upon such an occurrence, a five-person special appointment committee shall be selected
as follows: (1) one member appointed by the University President, (2) one member
appointed by the IHL, (3) one member appointed by the Board of Directors of the MVSU
Foundation, and (4) Two members appointed from within and by the group of donors to
the University whose verifiable lifetime total giving to the University, exceeds
$10,000.00; however this donor group may not appoint as a member of the committee
anyone who at the time of the appointment is serving as (i) a University employee or (ii.)
an employee, officer, trustee, or director of any University affiliated support organization
or foundation. The committee, within the ninety day period shall then appoint, by
majority vote, the new members to the Board of Directors to replace the Directors whose
terms shall be deemed to have expired. The reconstituted Board of Directors shall then
elect new officers of the MVSU National Alumni Association.
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                ARTICLE 9. MISCELLANEOUS PROVISIONS

       9.1    This Agreement shall be construed, governed, interpreted and applied in
accordance with the laws of the State of Mississippi.

        9.2    The parties agree that the Association is not the agent or employee of the
University and nothing in this Agreement creates an employment or other agency
relationship between the parties.

        9.3     The parties agree that the Association is a private, independent entity and,
as such, is not governed by the IHL. To insure the independence of the Association, no
IHL employee shall hold a voting position on the Association Board. Senior University
administrators should only participate on the Association’s Board, if at all, in an ex-
officio, non-voting capacity. The IHL may allow, upon written request by the University,
exceptions to this restriction regarding IHL/University employees.

        9.4     The University and the Association agree that the Association’s donor and
giving records and any other financial or commercial information possessed by the
Association or provided by the Association to the University concerning individuals or
corporations that provide the Association financial support are confidential and
proprietary. Unless required to disclose such information by applicable law and except as
provided otherwise in Article 2.11 of this Agreement with respect to actions by IHL
acting upon its minutes, the University and the Association agree not to disclose to third
parties and to keep confidential the giving records, giving history, and financial or
commercial information of individuals and corporations that provide financial support to
the Association.

        9.5     In the performance of this Agreement, the Association shall not deny
employment opportunities to any person on the basis of race, color, religion, ethnic group
identification, sexual orientation, sex, age, physical or mental disability, medical
condition, or veteran’s status.

        9.6     The parties hereto acknowledge that this Agreement sets forth the entire
Agreement and understanding of the parties hereto as to the subject matter hereof, and
shall not be subject to any change or modification except by the execution of a written
instrument subscribed to by the parties hereto.

       9.7     The provisions of this Agreement are severable, and in the event that any
provisions of this Agreement shall be determined to be invalid or non-enforceable under
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any controlling body of the law, such invalidity or non-enforceability shall not in any
way affect the validity or enforceable nature of the remaining provisions hereof.

        9.8.    The failure of either party to assert a right hereunder or to insist upon
compliance with any term or condition of this Agreement shall not constitute a waiver of
that right or excuse a similar subsequent failure to perform any such term or condition by
the other party.

         9.9     The Association’s obligations and all provisions set forth pursuant to this
Agreement shall apply to any and all entities owned or controlled by the Association,
with the exception of a special purpose entity created for the sole and specific purpose of
utilization as a financing vehicle for the private financing of university auxiliary facilities
by a private developer using the alternate dual-phase design-build privately financed
construction method, as specially authorized by Miss. Code Ann. Section 37-101-41, et
seq. (1972), as amended. If the use/purpose of any such special purpose entity ever
changes, the special purpose entity would then be required to comply with any and all
provisions of the affiliation agreement between the university and the Association which
owns or controls the special purpose entity pursuant to this Agreement shall also extend,
as applicable, to any entity it owns or controls.

       IN WITNESS WHEREOF, the parties have hereunto set their hands and seals and
duly executed this Agreement the day and year set forth below.

MISSISSIPPI VALLEY STATE UNIVERSITY            MISSISSIPPI VALLEY STATE UNIVERSITY
                                               NATIONAL ALUMNI ASSOCIATION

By:__________________________                  By:_____________________________

Name: Donna H. Oliver                          Name: Roosevelt Yarborough
Title: President                               Title: President

Date:________________________                  Date:____________________________

STAFF RECOMMENDATION:                  Board staff recommends approval of this item.
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18.   MVSU - APPROVAL OF PROPOSED AFFILIATION AGREEMENT BETWEEN
      MISSISSIPPPI VALLEY STATE UNIVERSITY AND THE MISSISSIPPI
      VALLEY STATE UNIVERSITY FOUNDATION

      Mississippi Valley State University (MVSU) requests Board approval of the below
      proposed affiliation agreement between MVSU and the MVSU Foundation. The
      proposed agreement meets the requirements of Board Policy 301.0806
      Foundation/Affiliated Entity Activities.

              This Agreement is made and entered into effective this 1st day of January, 2011 (the
      effective date) by and between Mississippi Valley State University, a state institution of
      higher learning, organized and existing under the laws of the State of Mississippi (the
      “University”), and The Mississippi Valley State University Foundation, a not-for-profit
      corporation duly chartered pursuant to the laws of the State of Mississippi (the
      “Foundation”). This Agreement is designed to govern the relationship between the
      University and the Foundation by setting forth the terms and conditions under which the
      University will provide certain support and services for the Foundation and the Foundation
      will provide certain support and services for and on behalf of the University.

                                           PREAMBLE

      WHEREAS, the Foundation has been established as a not-for-profit, educational and
      charitable organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as
      amended, for the purposes outlined in its Charter of Incorporation dated __________, a copy
      of which is attached to this Agreement as Exhibit A;

      WHEREAS, the University has the authority and right to enter into agreements with
      affiliated 501(c) (3) not-for-profit organizations, subject to the Institutions of Higher
      Learning Board of Trustees (the “Board” or “IHL”) Policy 301.0806 (the “Policy”);

      WHEREAS, the Board Policy acknowledges that the independent nature of the Foundation
      provides flexibility to the University in fiscal management and responsiveness;

      WHEREAS, the Foundation has the responsibility under its mission statement and as a not-
      for-profit corporation to use its resources in a responsible and effective manner to operate
      exclusively for the benefit of the University and its students, alumni, faculty and staff to
      promote, encourage and assist all forms of educational, scientific, literary, research and
      service activities provided by the University.
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NOW, THEREFORE, in consideration of the mutual covenants contained herein and for
good and valuable consideration, the adequacy of which is hereby acknowledged, the
University and the Foundation do hereby agree as follows:

             ARTICLE 1. UNIVERSITY PERSONNEL AND SERVICES

        1.1     The President of the University and the University’s chief advancement
officer shall serve ex officio as a non-voting member of the Foundation’s Board of
Directors. No other University employee or other persons directly or indirectly employed
by the IHL shall serve as a voting member of the Foundation’s Board of Directors.

         1.2    Annually, the President of the University shall certify to the Foundation a
list of University employees who are authorized to request disbursements from the
Foundation. Requests by a duly certified University employee shall constitute a
representation or certification by the University employee that the disbursement being
requested has been approved in accord with established University procedures. The
Foundation shall be relieved of any liability arising from a disbursement made pursuant
to the provisions of this Section of the Agreement.

         1.3     The President of the University shall submit a request to the Foundation
for utilization of University unrestricted gifts received by the Foundation in the following
fiscal year. The Foundation shall, consistent with the goals and priorities established by
the University, incorporate the University’s request into its operating budget and may
allocate unrestricted gifts accordingly to the extent funds are available. In addition to
unrestricted funds, the University President and/or the University Vice President of
Advancement (or equivalent position), shall routinely update key Foundation personnel
on the University initiatives involving private support to ensure that Foundation and
University personnel are informed of fund raising needs and objectives.

         1.4    The University’s name and registered marks and logos have great
economic and public relations value to the University, its faculty, staff, alumni and
students. The Foundation shall not assign or delegate the authority to use University’s
name or registered marks or logos to any person or entity without the written approval of
the President of the University and the Director of the University’s Licensing Program.
To assist the Foundation in discharging its obligations under this Agreement and in
soliciting, developing and generating private and corporate support for the University, the
University grants the Foundation the following rights:
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        1.4 (a) A non-exclusive, non-transferable license to use University trademarks,
service marks and logos consistent with University policy, including but not limited to a
license to use marks developed by the University for use by the Foundation.
        1.4 (b) An exclusive, transferable license to use University trademarks, service
marks and trade names historically associated with the Foundation.
        1.4 (c) The designation of the Foundation as a University affiliated entity.
        1.4 (d) Such other rights, privileges or benefits as the University President, in
his/her sole discretion, may determine will assist the Foundation in discharging its
obligations under this Agreement.

                 ARTICLE 2. FOUNDATION OBLIGATIONS

        2.1     The Foundation’s primary purpose is to provide support to the University
in accord with the provisions of its Charter of Incorporation and By-laws, which support
includes, but is not limited to, researching, raising, receiving, acknowledging, investing,
accounting for and administering funds for the University to use for its charitable,
scientific and educational purposes.

         2.2   The Foundation, acting through its Board of Directors and staff, shall
assist the University’s Office of Advancement in its fund-raising activities and
development programs with individuals, corporations, foundations, governmental and
other external organizations.

         2.3    The Foundation, acting through its Board of Directors and staff, shall
solicit and transfer funds for the purchase of University equipment and supplies; for the
construction, renovation and improvement of the University’s physical facilities; for the
support of faculty, staff and student travel and research; for the support of faculty
professorships, lectureships and endowed chairs; for the support of student scholarships;
and for the support of other educational, research, cultural, scientific, public service and
charitable programs and activities. When soliciting funds on behalf of the University, the
Foundation agrees to accept only those gifts that are consistent with the University’s
missions, goals and obligations.

         2.4    The Foundation shall receipt, acknowledge and express appreciation for
all contributions of donors made on behalf of the University or of the Foundation, and
shall keep accurate and current records of all such contributions made directly to the
Foundation. Assets of the Foundation shall be maintained pursuant to the Uniform
Management of Institutional Funds Act (UMIFA) or Uniform Prudent Management of
Institutional Funds Act (UPMIFA) as promulgated by the State of Mississippi. The
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University shall have rights of inspection of Foundation records. Such rights shall be
afforded to the IHL, if so desired.

       2.5     The Foundation may enter into contracts for professional, advisory or
other personal services in carrying out its duties, but any such contracts entered into after
the execution of this Agreement shall not exceed 2 years.

         2.6 The Foundation shall maintain its separate financial and accounting records
in accordance with generally accepted accounting principles applicable for its industry.
The Foundation must cause to be prepared annual financial statements of its condition,
which shall include such detail as the IHL Board may from time to time require; The
Foundation must also engage a Certified Public Accounting (CPA) firm to perform annual
audits of the its annual financial statements; The Foundation shall submit the audited
financial statements, along with a list of its officers, directors or trustees, not later than five
months following the completion of the Foundation’s fiscal year, to the affiliated university’s
IEO and to IHL; However, submission of the Foundation’s annual audited financial
statements will be required when necessary for inclusion in the State of Mississippi’s
Comprehensive Annual Financial Report (CAFR); Those Entities (including the
Foundation) which will be required to submit annual audited financial statements for
inclusion in the CAFR, as determined by the IHL Board’s Deputy Commissioner of
Finance and Administration and the external auditing firm hired to perform the annual
IHL system audit, must submit annual audited financial statements to the affiliated
university’s IEO and to the IHL, along with a list of Foundation officers, directors or
trustees, by October 15 of each year; The IHL Board’s Deputy Commissioner of Finance
and Administration shall notify the Foundation of the applicability of the October 15
deadline as far in advance of the deadline as possible each year; The CPA firm to be
utilized by the Foundation must be approved by the IHL Board and all requests for
approval of the CPA firm must be submitted to the IHL Board for approval not later than
three months prior to the end of the Foundation’s fiscal year for which the audit will be
conducted; Unless approval is specifically granted for multiple years, approval of a firm
by the IHL Board for one year does not constitute approval for other years, and requests
for approval of the CPA firm must be submitted on an annual basis; However, at the
request of the Foundation, the IEO of a university , with the approval of the IHL Board,
may grant a request of the Foundation to waive the requirement of an annual audit by a
CPA firm on a showing of adequate grounds, such as a showing that the assets of the
Foundation are so limited as to make the expense of engaging a CPA firm to perform an
audit financially burdensome to the Foundation and unnecessary; Such a waiver may be
conditioned upon such other review of the financial records of the Foundation in lieu of
an audit as the University and the IHL may deem feasible; Such a request for a waiver
must be accompanied by (a) the most recent annual audited financial statements of the
Foundation (if any such statements exist), (b) the financial statements of the most
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recently completed fiscal year, (c) a written description of how the Foundation anticipates
that the year-end financial statements for the current year will differ from the financial
statements as of the end of the most recently completed fiscal year, and (d) a good faith
estimate of the cost of engaging an auditor with respect to the statements; The granting of
any request to waive the requirement of an annual audit by a CPA firm approved by the
IHL is within the sole discretion of the University and the IHL Board; Any waiver of the
audit requirement will apply only for one year, and any request to waive the requirement
for the next year should be submitted as outlined above.

        2.7     The Foundation acknowledges and agrees that the University owns all
copyright, interest in and right to all trademarks, trade names, logos and service marks
developed by the University for use by the Foundation, including all such trademarks,
service marks and trade names historically associated with the Foundation.

        2.8     The Foundation shall maintain a conflict-of-interest policy that complies
with all requirements of Miss. Code Ann. §79-11-269 (1972), as amended from time to
time.

        2.9    The Foundation shall immediately deposit into the appropriate University
account any funds which are sent to the Foundation but which are clearly intended to be
funds designated for a University account. In such an instance, the Foundation shall
issue, on behalf of the University, a University development receipt. No University assets
will be managed by the Foundation.

       2.10 The Foundation shall perform any and all other acts and activities on
behalf of the University, as the Foundation deems appropriate, in carrying out the
purposes and mission of the University, so long as consistent with the governing
documents of the Foundation.

       2.11 The Foundation CEO shall promptly notify the President of the University
and the IHL, in writing, if any of the following events (“Reportable Events”) occur:

       1. The Foundation has materially breached any of its contractual obligations
          under the Agreement;
       2. The Foundation has materially failed to properly receive, apply, manage or
          disburse any funds or has materially failed to properly comply with any
          binding instructions from donors relating to those funds;
       3. The Foundation has engaged in any conduct that is prohibited or subject to
          sanction under state or federal law, including any and all requirements
          applicable to tax exempt organizations;
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       4. There has been a failure by the Foundation or any of its officers and directors
          to comply with any conflict of interest requirements created by applicable
          state or federal law or by the governing documents or procedures of the
          Foundation;
       5. Any state or federal regulatory body begins any investigation of any matter
          that may have a significant financial or regulatory effect on the Foundation or
          upon its status as a tax exempt organization; or
       6. The Foundation has contracted with or entered into any business or pecuniary
          relationship with any of its board members, other than a full time employee of
          the Foundation, or any Foundation controlled directly or indirectly by the
          board member, which would reasonably be expected to provide for payment
          or benefits to that person exceeding the value of $50,000 in any calendar year;
          The previous sentence creates a duty for the Foundation to report any such
          transaction but does not suggest or imply that all such transactions are either
          prohibited or permitted.

        2.12 If requested by the University, the Foundation shall provide any and all
information and shall allow inspection of all records relating to the operation or
management of the Foundation or any funds contributed to, received by, expended by or
managed by the Foundation. To the extent that information is inspected, reviewed or
received by the President of the University or his/her designees with respect to the
identity of donors who have expressly stated they wish to remain anonymous, or with
respect to any information relating to the identification, cultivation and solicitation of
donors, or with respect to personal, commercial, or proprietary information relating to a
donor or his/her family or business, such information shall be treated as confidential by
the President and any designee who may acquire such information. The University is
expected to take appropriate safeguards to assure that such information is utilized or
disseminated only in a manner that is appropriate under the circumstances. Such
inspection rights are also extended to the IHL acting upon its minutes, however, it is
understood that the appropriate extent of any disclosure or other use of the
information is in the discretion of the IHL and, further, any decision to release any
personal, commercial, or proprietary information or to release any information that
would identify any particular donor shall be made by the IHL acting upon its minutes.

                          ARTICLE 3. COMPLIANCE

        3.1    The Foundation shall comply with any and all federal and state laws and
regulations and shall comply with any compliance and regulatory guidelines as may be
required by the Board.
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                            ARTICLE 4. REPORTING

        4.1      The Foundation shall, by December 1 of each year during this Agreement,
submit to the University President and to the IHL its annual audited financial statements
for the prior fiscal year as set forth in Section 2.6 of this Agreement. Such submission
shall also include a list of Foundation officers, directors or trustees. The Foundation shall
submit an annual report providing a detailed list of any supplemental compensation
which was provided to the University for the purpose of providing any additional
compensation to administrators, faculty or other University Employees, it being agreed
that any such payments shall only be made through the University’s payroll system and
with Presidential approval. Understanding that no form of additional compensation may
be underwritten for the University President or for any IHL system office employee
without IHL approval, the Foundation shall also provide documentation of approval from
the IHL of any supplemental compensation provided to the President or provided to the
University for purposes of supplementing the President’s salary.

         4.2     The Foundation CEO shall submit to the President of the University and
the IHL a signed certification statement annually, before January 31 of each year, which
affirmatively states that the Foundation has examined its donor records and business
transactions occurring during its fiscal year ending within the prior calendar year, and
that to the best of its knowledge, there is no evidence that any Reportable Events
occurred, other than those which have been duly reported to the President of the
University and the IHL, as required above. The Foundation CEO shall re-affirm that, in
the event he/she becomes aware of any such Reportable Events, the Foundation CEO will
immediately notify, in writing, the President of the University.

                ARTICLE 5. TERMINATION AND RENEWAL

       5.1    This Agreements shall expire on December 31, 2015, if not renewed by
mutual consent of the parties before that date.

       5.2     The University may terminate this Agreement without cause with thirty
(30) days written notice to the Foundation and with the prior approval of the IHL, acting
upon its minutes.

       5.3     The University may terminate this Agreement for cause, without notice to
the Foundation but with notice to the IHL and prior approval of the IHL, acting upon its
minutes. The Foundation may not terminate this Agreement without the prior approval of
the University President and the IHL.
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        5.4     Upon termination and non-renewal of this Agreement, (1) the Foundation
shall cease to use and shall not assign or delegate the authority to use the University’s
name or registered marks or logos to any person or entity without the written approval of
the President, (2) the Foundation shall remit any and all unrestricted funds held for the
benefit of the University to such entity as designated in writing by the President on behalf
of the University, (3) the Foundation shall work in concert with its donors, to the extent
practicable and allowed by law, to move any restricted funds held for the benefit of the
University to such entity as designated in writing by the President on behalf of the
University, (4) the Foundation shall work in concert with persons or entities with which it
had contractual relations to the extent practical and allowed by law, to assign any
contracts to such entity as designated by the University President; and (5) the Foundation
shall work in concert with the University to provide the University or its designee with
records and materials of the Foundation as are necessary to continue the business and/or
wind up the affairs of the Foundation.

        5.5     The Foundation agrees to cease using University’s name, marks, and logos
in the event that the Foundation dissolves, ceases to be a non-profit corporation or ceases
to be recognized by the Internal Revenue Service as a tax exempt entity under Section
501(c)(3) of the Internal Revenue code.

         5.6    The University and Foundation expect there to exist a cooperative
relationship between them. In the event that the University President determines that
such cooperation does not exist and that the relationship is untenable and thus, in the
President’s view, detrimental to the best interests of the University, the President shall
notify the Commissioner of Higher Education and the IHL shall attempt to reconcile the
parties, including through mediation if practicable. If the IHL determines and notifies the
University President that it is in the best interest of the University to establish new
members of the Board of directors of the Foundation, the University President may direct
that at the expiration of a ninety-day period, the terms of office of 100% of the total
number of Directors and all accompanying officers shall be deemed to have expired.
Upon such an occurrence, a five-person special appointment committee shall be selected
as follows: (1) one member appointed by the University President, (2) one member
appointed by the IHL, (3) one member appointed by the Board of Directors of the MVSU
National Alumni Association, and (4) Two members appointed from within and by the
group of donors to the University whose verifiable lifetime total giving to the University,
exceeds $25,000.00; however this donor group may not appoint as a member of the
committee anyone who at the time of the appointment is serving as (i) a University
employee or (ii.) an employee, officer, trustee, or director of any University affiliated
support organization or foundation. The committee, within the ninety day period shall
then appoint, by majority vote, the new members to the Board of Directors to replace the
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Directors whose terms shall be deemed to have expired. The reconstituted Board of
Directors shall then elect new officers of the MVSU Foundation.

         5.7     In the unlikely event that the Commission, as described in 5.6 above, shall
appoint a new Board of Directors for the Foundation, it is expressly understand that any,
or all, of the previous Foundation board members may be reelected by this committee to
serve.
                  ARTICLE 6. MISCELLANEOUS PROVISIONS

       6.1    This Agreement shall be construed, governed, interpreted and applied in
accordance with the laws of the State of Mississippi.

        6.2    The parties agree that the Foundation is not the agent or employee of the
University, and nothing in this Agreement creates an employment or other agency
relationship between the parties.

        6.3     Neither the University nor the Foundation shall have any liability for the
obligations, acts, or omissions of the other party.

         6.4    The parties agree that the Foundation is a private, independent entity and,
as such, is not governed by the IHL, but rather has its own governing Board of Directors.
Accordingly, to the extent permitted by the laws of the State of Mississippi applicable to
a public institution of higher learning, each party to this Agreement shall be responsible
for its own obligations, acts or omissions.

        6.5    The University and Foundation agree that the Foundation’s donor and
giving records and any other financial or commercial information possessed by the
Foundation or provided by the Foundation to the University concerning individuals or
corporations that provide Foundation financial support are confidential and proprietary.
Notwithstanding Section 2.12 above, unless required to disclose such information by
applicable law, the University and Foundation agree not to disclose to third parties and to
keep confidential the giving records, giving history and financial or commercial
information of individuals and corporations that provide financial support to the
Foundation.

        6.6    In the performance of this Agreement, the Foundation agrees to comply
with all non-discriminatory laws and policies that the University promulgates and to
which the University is subject.
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        6.7     The parties hereto acknowledge that this Agreement sets forth the entire
agreement and understanding of the parties hereto as to the subject matter hereof, and
shall not be subject to any change or modification except by the execution of a written
instrument subscribed to by the parties hereto.

       6.8     The provisions of this Agreement are severable, and in the event that any
provisions of the Agreement shall be determined to be invalid or non-enforceable under
any controlling body of the law, such invalidity or non-enforceability shall not in any
way affect the validity or enforceable nature of the remaining provisions hereof.

        6.9     The failure of either party to assert a right hereunder or to insist upon
compliance with any term or condition of the Agreement shall not constitute a waiver of
that right or excuse a similar subsequent failure to perform any such term or condition by
the other party.

       6.10 This Agreement shall not be assigned or otherwise transferred by either
party without the prior written consent of the other, which consent shall not be
unreasonably withheld.

         6.11 The Foundation’s obligations and all provisions set forth pursuant to this
Agreement shall apply to any and all entities owned or controlled by the Foundation, with
the exception of a special purpose entity created for the sole and specific purpose of
utilization as a financing vehicle for the private financing of university auxiliary facilities
by a private developer using the alternate dual-phase design-build privately financed
construction method, as specially authorized by Miss. Code Ann. Section 37-101-41, et
seq. (1972), as amended. If the use/purpose of any such special purpose entity ever
changes, the special purpose entity would then be required to comply with any and all
provisions of the affiliation agreement between the university and the Foundation which
owns or controls the special purpose entity.

                               ARTICLE 7. NOTICE

         7.11 Any notice to either party hereunder shall be in writing signed by the party
given it, and shall be deemed given when mailed postage prepaid by U.S. Postal Service
first class, certified or overnight mail, or when sent by Federal Express or a comparable
service, or hand-delivered, when addressed as follows:

To the University:                                     To the Foundation:
Dr. Donna H. Oliver,                                   President, Board of Directors
President                                              MVSU Foundation, Inc
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Mississippi Valley State University                 14000 Hwy. 82 West #7271
Office of the President                             Itta Bena, MS 38941
14000 Hwy. 82 West #7272
Itta Bena, MS 38941

or to such other addressee as may be hereafter designated by written notice.

       IN WITNESS WHEREOF, the University and the Foundation, acting through the
President of the University and the President and the Chairman of the Foundation Board
of Directors, respectively, execute this Agreement on this the 1st day of January, 2011.

MISSISSIPPI VALLEY STATE UNIVERSITY                 MISSISSIPPI VALLEY STATE
                                                    UNIVERSITY FOUNDATION
By: _________________________                       By: ______________________
Donna H. Oliver, President                          Walter Roberts
                                                    President of the Board



                            ACKNOWLEDGMENT

State of Mississippi
County of Leflore

        Personally appeared before me, the undersigned authority in and for the
jurisdiction aforesaid, Donna H. Oliver, known by me to be the President of Mississippi
Valley State University, who executed the aforesaid Agreement, on this the ______ day
of ___________________, 2011, on behalf of Mississippi Valley State University, being
duly authorized so to do.
                                            _______________________________
                                            Notary Public

My Commission Expires:
_______________________
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                                   ACKNOWLEDGMENT

      State of Mississippi
      County of Leflore

              Personally appeared before me, the undersigned authority in and for the
      jurisdiction aforesaid, the within named Walter Roberts, known by me to be the President
      of the Board of The Mississippi Valley State University Foundation, Inc., who executed
      the aforesaid Agreement on this the ________ day of __________________, 2011, for
      and on behalf of The Mississippi Valley State University Foundation, being duly
      authorized so to do.
                                            _________________________________
                                            Notary Public

      My Commission Expires:
      ________________________

      STAFF RECOMMENDATION:                 Board staff recommends approval of this item.

19.   UM - APPROVAL OF PROPOSED AFFILIATION AGREEMENT BETWEEN
      UNIVERSITY OF MISSISSIPPI AND THE ALUMNI ASSOCIATION OF THE
      UNIVERSITY OF MISSISSIPPI

      The University of Mississippi (UM) requests Board approval of the below proposed
      affiliation agreement between UM and the Alumni Association of the University of
      Mississippi. The proposed agreement meets the requirements of Board Policy
      301.0806 Foundation/Affiliated Entity Activities.

              This agreement is made and entered into this1st day of January, 2011 (the
      effective date) by and between UNIVERSITY OF MISSISSIPPI, a state institution of higher
      learning, organized and existing under the laws of the State of Mississippi (hereinafter
      referred to as “University”), and the ALUMNI ASSOCIATION OF THE UNIVERSITY OF
      MISSISSIPPI, a corporation duly organized under the laws of the State of Mississippi
      (hereinafter referred to as “Association”).
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                                     RECITALS

        1.      The University is a state institution of higher learning established pursuant
to the laws of the State of Mississippi.

        2.     The Association has been established as a non-profit, educational and
charitable organization under Section 501(c)(3) of the Internal Revenue Code of 1986 for
the purposes outlined in its Articles of Incorporation, a copy of which is attached to this
agreement as Exhibit A.

        3.      The University must enter an affiliation agreement with the Association as
required by the Board of Trustees of the State Institutions of Higher Learning (“IHL”), as
set forth in IHL Policy 301.0806.

        4.     The University has a strong interest in maintaining a favorable relationship
with its graduates, former students, and friends of the University.

        5.      The Association serves the University and promotes its mission by among
other things, attracting, organizing, and encouraging graduates, former students, and
friends throughout Mississippi and the world to advance the University's mission and by
fostering, encouraging, establishing, and maintaining affinity, loyalty, community, and
relationships among the University, its alumni, former students, and its friends.

       6.      The University and the Association have a history of interaction and
cooperation that has served the interests of the University.

        7.      The Association has the responsibility as an affiliated entity to use its
resources in a responsible and effective manner to further the mission of the University
and to support the University.

       8.       The University and the Association anticipate that the University will
provide the Association with specified services and facilities with which to carry out its
responsibilities in exchange for the development, financial, and other services, support,
and assistance the Association shall provide the University.

       9.     The University and the Association desire to define the arrangements
concerning services, facilities, premises, and activities as set forth in this agreement.

       NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the University and the Association do hereby agree, as follows:
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                  ARTICLE 1. PERSONNEL AND SERVICES

        The Association may utilize, with the approval of the Chancellor of the
University, such University administrative, professional, and other employees from time
to time as are needed to carry out the purposes of the Association as agreed by the
University.
                  ARTICLE 2. ASSOCIATION OBLIGATIONS

        2.1     The Association agrees to provide an organizational framework for
volunteer service to the University through local alumni clubs, professional chapters, and
special interest alumni groups. The Association will serve as the most widely accessible
medium for graduates, former students, and friends of the University to maintain
relationships with the University. Nothing in this Agreement shall be construed to give
the Association control of or authority over other affiliates supporting the University and
its constituent units. The Association will work cooperatively and in good faith with
these organizations to promote the interests of the University and its relationship with its
alumni.

       2.2      The Association agrees to assist the University in developing and
supporting programs and services, including, but not limited to, administration,
maintenance, and enhancement of the alumni data base; operation of homecoming and
reunion programs; participation in advocacy and other advancement endeavors;
maintenance of a career services program; maintenance of programs serving the
University's student population; and participation in scholarship programs, award
recognition programs, student recruitment programs, and special events.

       2.3     The Association agrees to provide volunteers to serve the University.

        2.4     The Association agrees that it may only use its resources to advance the
University’s mission as outlined in its Articles of Incorporation. The Association further
agrees that it may not amend its Articles of Incorporation or By-Laws during the life of
this Agreement unless the University consents to the proposed amendment.

        2.5     The University may from time to time make other requests from the
Association or seek other assistance from the Association in accomplishing the mission
of the University, and the Association agrees that it will not unreasonably deny any such
requests for assistance.
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       2.6     The Association shall reimburse the University for expenses the
University incurs as a result of the Association’s operations if those expenses would not
otherwise have been incurred by the University.

       2.7     To assure that the resources and services provided by the University are
expended for the ultimate benefit of the University, as long as this Agreement is in effect,
the Association shall provide an annual report to the Chancellor of the University,
including the following information:

       1. How University resources and services were used, and the benefits (both
       financial and intangible) to the University arising from that use.

       2. A description of proposed activities for the coming year. The description
       shall be developed with input from the University’s Executive Director of Alumni
       Affairs and subject to approval by the University Chancellor.

       3. The Association's current financial policies, procedures and controls, if any, as
       set forth in its By-Laws and Articles of Incorporation.

       2.8     The University’s Office of Alumni Affairs will provide an opportunity for
the Association to participate in setting goals for the Association in conjunction with the
University’s goals and priorities.

       2.9    At least thirty days before the end of each Fiscal Year during this
Agreement, the Association shall submit an annual budget for the forthcoming Fiscal
Year to the Chancellor.

       2.10 The Association agrees to manage all funds in its control in a fiscally
sound and prudent manner.

        2.11 The Association agrees to maintain its financial and accounting records
separate from the records of the University and in accordance with Generally Accepted
Accounting Principles. The Association agrees to retain all books, accounts, reports, files
and other records of the Association relating to this Agreement, the operation and
management of the Association or any funds contributed to, received by, expended by, or
managed by the Association, and to make such records available at all reasonable times
for inspection and audit by the Chancellor or his/her designees, during the term of and for
a period of five years after the completion of this Agreement. Such records shall be
provided at the University’s Alumni Office on the University’s Oxford Campus, or such
other location as designated by the University upon reasonable notice to the Association.
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To the extent that information is inspected, reviewed or received by the Chancellor or
his/her designees, with respect to the identity of donors, sponsors, or members who have
expressly stated they wish to remain anonymous, with respect to any information relating
to the identification, cultivation and solicitation of donors, sponsors, or members, with
respect to personal, commercial, or proprietary information relating to a donor or member
or his/her family or business, or with respect to any personal, commercial or proprietary
information provided to the Association by third parties, such information shall be treated
as confidential by the Chancellor and by any designee who may review or acquire such
information. The University is expected to take appropriate safeguards to assure that
such information is utilized or disseminated only in a manner that is appropriate under the
circumstances. If upon such inspection or audit the University determines that University
funds or resources have been expended for purposes inconsistent with this Agreement,
the Association, upon demand by the University, shall reimburse the University for such
misused funds, and the University shall have all rights provided by law, including the
right to suspend further provision of resources under this Agreement and to terminate this
Agreement. These same inspection and information rights are also extended to the IHL
or its designee when authorized to exercise such rights by the IHL acting upon its
minutes. However, it is understood that the appropriate extent of any disclosure or other
use of any confidential, personal, commercial or proprietary information is in the
discretion of the IHL, and further, any such decision to disclose or release any
confidential, personal, commercial or proprietary information or information that would
identify any particular donor or members shall be made by the IHL acting upon its
minutes.

        2.12 The Association must cause to be prepared annual financial statements of
its condition, which shall include such detail as the IHL may from time to time require.
The Association must also engage a Certified Public Accounting (CPA) firm to perform
annual audits of its annual financial statements. The Association shall submit the audited
financial statements, along with a list of its officers, directors or trustees, not later than
five months following the completion of the Association’s fiscal year, to the Chancellor
of UM and to IHL. However, if the IHL’s Deputy Commissioner of Finance and
Administration and the external auditing firm hired to perform the annual IHL system
audit determine that the Association’s annual audited financial statement will be required
for inclusion in the State of Mississippi’s Comprehensive Annual Financial Report
(CAFR), then the Association must submit annual audited financial statements, along
with a list of Entity officers, directors or trustees, by October 15 of each year. The IHL’s
Deputy Commissioner of Finance and Administration shall notify RF of the applicability
of the October 15 deadline to the Association as far in advance of the deadline as possible
each year. The CPA firm to be utilized by the Association must be approved by the IHL,
and all such requests must be submitted to the IHL for approval not later than three
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months prior to the end of the Association’s fiscal year for which the audit will be
conducted. Unless approval is specifically granted for multiple years, approval of a firm
by the IHL for one year does not constitute approval for other years, and requests for
approval of the CPA firm must be submitted on an annual basis. However, at the request
of the Association, the Chancellor, with the approval of the IHL, may grant a request to
waive the requirement of an annual audit by a CPA firm on a showing of adequate
grounds, such as a showing that the Association’s assets are so limited as to make the
expense of engaging a CPA firm to perform an audit financially burdensome and
unnecessary. Such a waiver may be conditioned upon such other review of the
Association’s financial records in lieu of an audit as the University and the IHL may
deem feasible. Such a request for a waiver must be accompanied by (a) the most recent
annual audited financial statements (if any such statements exist), (b) the financial
statements of the most recently completed fiscal year, (c) a written description of how the
Association anticipates that the year-end financial statements for the current year will
differ from the financial statements as of the end of the most recently completed fiscal
year, and (d) a good faith estimate of the cost of engaging an auditor with respect to the
statements. The granting of any request to waive the requirement of an annual audit by a
CPA firm approved by the IHL is within the sole discretion of the University and the
IHL. Any waiver of the audit requirement will apply only for one year, and any request
to waive the requirement for the next year should be submitted as outlined above. The
Association shall contemporaneously submit an annual report to the University and to the
IHL providing a detailed list of supplemental compensation which was submitted to the
University for the purpose of providing additional compensation to University employees
or paid directly to University employees. This reporting requirement does not apply to
transfers to the University by the Association that are paid directly to the University for
use by the University to compensate University employees if that compensation is
included in the University’s annual budget.

        2.13 The Association may not underwrite, pay, or provide additional
compensation to the University Chancellor or any IHL system office employee without
the prior approval of the IHL. Any such request for approval shall be made through the
IHL Commissioner to the IHL. Additionally, the Association may not provide or pay
compensation to any other University employee without prior approval of the Chancellor,
and any such approval shall be reported to the IHL by the Association at the IHL’s next
meeting. This provision does not apply to transfers to the University by the Association
that are paid directly to the University for use by the University to compensate University
employees if that compensation is included in the University’s annual budget.
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       2.14 To the extent the Association engages in fundraising on behalf of the
University, the Association agrees to accept or solicit only those gifts that are consistent
with the University’s missions, goals, or objectives.

        2.15 The Association shall enter into an agreement with the University of
Mississippi Foundation, Inc. to provide for the University of Mississippi Foundation,
Inc.’s receipting and accounting for gifts, grants, and endowments given to or received by
the Association or any local clubs or professional chapters, to assure that any such gifts,
grants, and endowments are received and accounted for consistent with the policies and
practices adopted by the University of Mississippi Foundation, Inc. and consistent with
the Affiliation Agreement between the University and the University of Mississippi
Foundation, Inc., and to provide for the University of Mississippi Foundation, Inc.’s,
management on behalf of the Association of all the Association endowments and other
non-cash assets.

        2.16 The Association shall not accept any gift, donation or grant or enter into
any transaction that creates any liability for the University, without advance written
approval of the University Chancellor.

       2.17 No member of the Association may encumber the University’s funds or
otherwise bind the University in any way.

       2.18    No University assets will be managed by the Association.

        2.19 The Association acknowledges and agrees that the University owns all
copyright, interest in, and right to all trademarks, trade names, logos, and service marks
developed by the University for use by the Association, including all such trademarks,
service marks, and trade names historically associated with the Association.

       2.20 The Association shall adopt and maintain a conflict of interest policy that
complies with the requirements of Miss. Code Ann. § 79-11-269 (1972), as amended
from time to time.

        2.21 The Association shall provide the Chancellor reasonable notice of any
regular, annual, or special meetings of its Board of Directors or of its Executive
Committee, and the Chancellor have the right to attend any such meetings as well as the
meetings of any other Association committees.
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       2.22 If the Association should cease to exist, any Association assets donated to
the Association for the benefit of the University must be transferred to the University or
to another non-profit entity designated by the University.

       2.23 The Association may enter its contracts for professional, advisory or other
personal services in carrying out its duties, but any such contracts entered into after the
execution of this Agreement shall not exceed two years.

                  ARTICLE 3. UNIVERSITY OBLIGATIONS
                     AND OTHER IN-KIND SUPPORT

        3.1     The University grants the Association a non-exclusive, non-transferable
license to use University trademarks, service marks, and logos consistent with University
policy and its contract with Collegiate Licensing Company, including but not limited to a
license to use marks developed by the University for use by the Association.

        3.2    The University grants the Association an exclusive, transferable license to
use University trademarks, service marks, and trade names historically associated with
the Association or developed by the University or the Association for the Association’s
use.
        3.3    The University agrees to designate the Association as an official affiliated
entity of the University.

         3.4    The University shall provide the Association such other rights, privileges
or benefits as the Chancellor, in the Chancellor’s sole discretion, may determine will
assist the Association in discharging its obligations under this Agreement.

        3.5    The University Chancellor shall be an ex-officio non-voting member of
the Association's Board of Directors and Executive Committee and shall be given
reasonable notice of any meeting of the Board or Executive Committee, as required by
2.21 of this Agreement.

        3.6    Subject to the availability of funding and the budget process, the
University agrees to provide the Association with resources suitable in the University's
judgment for the accomplishment of the Association's activities for the University's
benefit, and may include services and supplies, staff support, office space, and such
financial support as agreed upon between the parties from time to time. The amount and
nature of such resources shall be determined annually, on a fiscal year basis, in
connection with the program planning and budget processes of the University and the
Association. No provision in this Agreement shall be construed to give the Association
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any legal entitlement to any University funding, personnel or other resources in any
particular fiscal year. All University assets, including personal property, made available
to the Association under the terms of this agreement shall remain the property of the
University unless sold, conveyed or transferred to the Association by way of a separate
written agreement.

       3.7     The University's Chancellor will encourage all parts of the University to
collaborate with the Association in implementing the Association’s programs and
services.

        3.8    The University Chancellor agrees to inform the Association on a regular
basis of the University’s needs and priorities.

                          ARTICLE 4. COMPLIANCE

The Association shall comply with any and all federal and state laws and regulations.

                       ARTICLE 5. INDEMNIFICATION

        The Association agrees to indemnify and hold harmless the University, including
its agents and employees from any and all claims, demands, suits, or liabilities of any
nature, or on account of any of the actions or inactions in or about the licensed premises.
The Association agrees to reimburse the University and its agents and employees for any
expenses incurred by them or as a result of legal action or inaction, including reasonable
attorney fees, provided funds are available for such purpose.

                           ARTICLE 6. INSURANCE

         6.1    The Association shall maintain General Liability insurance providing
insurance coverage of at least $1,000,000 per occurrence and $2,000,000 aggregate
liability covering its employees and agents during the course and scope of their
employment, providing protection from general liability risks, including, but not limited
to, protection against claims of sexual harassment, discrimination or other violations of
law.
         6.2    The Association shall maintain Automobile Liability insurance providing
at least $1,000,000 per accident or occurrence for bodily injury and property damage.

       6.3      The Association shall maintain Property Insurance in an amount sufficient
to provide full replacement of all insured property, and in the event that the Association
owns any interest in real property during the life of this Agreement sufficient property
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and casualty insurance to insure against the loss of the real property and any
improvements or personal property associated with the insured premises.

      6.4     The Association shall maintain Directors and Officers liability insurance
on members of the Board of Directors and Association Officers, while performing as
such.

        6.5     The Association shall maintain Commercial Excess or Umbrella
Coverage: The Association shall maintain $5,000,000 in commercial umbrella coverage
in addition to the basic coverages set forth in Articles 6.1, 6.2, and 6.4.

       6.6     The Association shall maintain Workers Compensation if required to do so
by applicable law or such other insurance coverages as may be required by applicable
law.
                           ARTICLE 7. REPORTING

        7.1     The Association shall, by October 15 of each year during the life of this
Agreement submit a detailed annual report of the work and financial condition of the
Association for the preceding fiscal year to the Chancellor, and shall also submit by the
same date any other reports as required by this Agreement, by the Bylaws of the
Association, by IHL policies or by other applicable law, including but not limited to any
and all reports required by Articles 2.11 and 2.12. of this Agreement.

       7.2     The Association shall promptly notify the Chancellor of the University
and the IHL, in writing, if any of the following events (“Reportable Events”) occur:

       1. The Association has materially breached any of its contractual obligations
          under the Agreement;
       2. The Association has materially failed to properly receive, apply, manage or
          disburse any funds or has materially failed to properly comply with any
          binding instructions from donors relating to those funds;
       3. The Association has engaged in any conduct that is prohibited or subject to
          sanction under state or federal law, including any and all requirements
          applicable to tax exempt organizations;
       4. There has been a failure by the Association or any of its officers and directors
          to comply with any conflict of interest requirements created by applicable
          state or federal law or by the governing documents or procedures of the
          Association;
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       5. Any state or federal regulatory body begins any investigation of any matter
          that may have a significant financial or regulatory effect on the Association or
          upon its status as a tax exempt organization; or
       6. The Association has contracted with or entered into any business or pecuniary
          relationship with any of its board members, other than a full time employee of
          the Association, or any entity controlled directly or indirectly by the board
          member, which would reasonably be expected to provide for payment or
          benefits to that person exceeding the value of $50,000 in any calendar year;
          The previous sentence creates a duty for the Association to report any such
          transaction but does not suggest or imply that all such transactions are either
          prohibited or permitted.

        7.3     The Association’s chief executive officer shall submit to the Chancellor
and to the IHL a signed certification statement annually, before January 31 of each year,
which affirmatively states that the Association has examined its donor records and
business transactions occurring during its fiscal year ending within the prior calendar
year, and that to the best of its knowledge, there is no evidence that any Reportable
Events occurred, other than those which have been duly reported to the Chancellor of the
University and the IHL, as required in Article 7.2 above. In this certification the
Association’s chief executive officer shall re-affirm that, in the event he/she becomes
aware of any such Reportable Events, the Association chief executive officer will
immediately notify, in writing, the Chancellor of the University.

                ARTICLE 8. TERMINATION AND RENEWAL

       8.1     This Agreement shall have a term of five years, if not renewed by mutual
consent of the parties before that date.

       8.2     The University may terminate this Agreement without cause with thirty
(30) days written notice to the Association and prior approval of IHL, acting upon its
minutes.

        8.3    The University may terminate this Agreement for cause without notice to
the Association but with notice to the IHL and prior approval of the IHL, acting upon its
minutes. The Association may not terminate this Agreement without the prior approval
of the University Chancellor and the IHL.

        8.4     If this Agreement is terminated for any reason, including because the
Agreement has expired without being renewed under Article 8.1, Articles 2.11, 2.19,
2.22, 5, 8, and 9 shall survive the termination.
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        8.5     Upon termination and/or non-renewal of this Agreement, (1) the
Association shall cease to use and shall not assign or delegate the authority to use the
University’s name or registered marks or logos to any person or entity without the written
approval of the Chancellor, (2) the Association shall remit any and all unrestricted funds
held for the benefit of the University to such entity as designated in writing by the
Chancellor on behalf of the University, (3) the Association shall work in concert with its
members and/or donors, to the extent practicable and allowed by law, to move any
restricted funds held for the benefit of the University to such entity as designated in
writing by the Chancellor on behalf of the University, (4) the Association shall work in
concert with persons or entities with which it had contractual relations to the extent
practical and allowed by law, to assign any contracts to such entity as designated by
Chancellor; and (5) the Association shall work in concert with the University to provide
the University or its designee with records and materials of the Association necessary to
continue the business and/or wind up the affairs of the Association.

        8.6    The Association agrees to cease using the University’s name, marks, and
logos in the event the Association dissolves, ceases to be a non-profit corporation, ceases
to be recognized as a tax exempt entity under Section 501(c)(3) of the Internal Revenue
Code, or this Agreement is terminated.

        8.7     The University and the Association expect there to exist a cooperative
relationship between them. In the event that the University Chancellor determines that
such cooperation is not in place and is thus, in the Chancellor’s view, detrimental to the
well being of the University, the Chancellor shall notify the IHL to allow the IHL to
intervene to reconcile the parties. However, if the IHL determines and notifies the
Chancellor that it is in the best interest of the University to substitute new members of the
Board of Directors of the Association, the Chancellor may direct that at the expiration of
a ninety-day period, the terms of office of 100% of the total number of Directors shall be
deemed to have expired. Upon such event, a five-person Commission shall be selected as
follows: (1) one member shall be the Chancellor or his designee, (2) one member shall
be the University’s Executive Director of Alumni Affairs, (3) one member shall be the
President of the Association, (4) one member shall be the president-elect of the
Association, and (5) one member appointed by a majority vote of the then living
members of the Barnard Society, or the then existing equivalent donor group with a
lifetime giving of $5 million or greater; however, such donor group may not appoint as a
member of the Commission anyone who at the time of such appointment is serving as an
employee, officer, trustee, or director of any University affiliated support organization or
foundation. The Commission shall then appoint, by majority vote, members to the Board
of Directors to replace the Directors whose terms shall be deemed to have expired.
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                ARTICLE 9. MISCELLANEOUS PROVISIONS

       9.1    This Agreement shall be construed, governed, interpreted and applied in
accordance with the laws of the State of Mississippi.

        9.2    The parties agree that the Association is not the agent or employee of the
University and nothing in this Agreement creates an employment or other agency
relationship between the parties.

        9.3     The parties agree that the Association is a private, independent entity and,
as such, is not governed by the IHL. To insure the independence of the Association, no I
IHL employee shall hold a voting position on the Association Board. Senior University
administrators should only participate on the Association’s Board, if at all, in an ex-
officio, non-voting capacity. The IHL may allow, upon written request by the University,
exceptions to this restriction regarding IHL/University employees.

        9.4     The University and the Association agree that the Association’s donor and
giving records and any other financial or commercial information possessed by the
Association or provided by the Association to the University concerning individuals or
corporations that provide the Association financial support are confidential and
proprietary. Unless required to disclose such information by applicable law and except as
provided otherwise in Article 2.11 of this Agreement with respect to actions by IHL
acting upon its minutes, the University and the Association agree not to disclose to third
parties and to keep confidential the giving records, giving history, and financial or
commercial information of individuals and corporations that provide financial support to
the Association.

        9.5     In the performance of this Agreement, the Association shall not deny
employment opportunities to any person on the basis of race, color, religion, ethnic group
identification, sexual orientation, sex, age, physical or mental disability, medical
condition, or veteran’s status.

        9.6     The parties hereto acknowledge that this Agreement sets forth the entire
Agreement and understanding of the parties hereto as to the subject matter hereof, and
shall not be subject to any change or modification except by the execution of a written
instrument subscribed to by the parties hereto.
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       9.7     The provisions of this Agreement are severable, and in the event that any
provisions of this Agreement shall be determined to be invalid or non-enforceable under
any controlling body of the law, such invalidity or non-enforceability shall not in any
way affect the validity or enforceable nature of the remaining provisions hereof.

        9.8.    The failure of either party to assert a right hereunder or to insist upon
compliance with any term or condition of this Agreement shall not constitute a waiver of
that right or excuse a similar subsequent failure to perform any such term or condition by
the other party.

        9.9     The Association’s obligations pursuant to this Agreement shall also
extend, as applicable, to any entity it owns or controls, with the exception of a special
purpose entity created for the sole and specific purpose of utilization as a financing
vehicle for the private financing of university auxiliary facilities by a private developer
using the alternate dual-phase design-build privately financed construction method, as
specially authorized by Miss. Code Ann. Section 37-101-41, et seq. (1972), as amended.
If the use/purpose of any such special purpose entity ever changes, the special purpose
entity would then be required to comply with any and all provisions of this Agreement.

       IN WITNESS WHEREOF, the parties have hereunto set their hands and seals and
duly executed this Agreement the day and year set forth below.

UNIVERSITY OF MISSISSIPPI                             THE ALUMNI ASSOCIATION OF THE
                                                      UNIVERSITY OF MISSISSIPPI

By:__________________________                         By:___________________________
Name: Daniel W. Jones                                 Name:________________________
Title: Chancellor                                     Title:_________________________

Date:__________________________                       Date:_________________________

STAFF RECOMMENDATION:                 Board staff recommends approval of this item.
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20.   UM - APPROVAL OF PROPOSED AFFILIATION AGREEMENT BETWEEN
      UNIVERSITY OF MISSISSIPPI AND THE UNIVERSITY OF MISSISSIPPI
      FOUNDATION

      The University of Mississippi (UM) requests Board approval of the below proposed
      affiliation agreement between UM and the UM Foundation. The proposed agreement
      meets the requirements of Board Policy 301.0806 Foundation/Affiliated Entity
      Activities.

              This Agreement is made and entered into effective this 1st day of January, 2011 (the
      effective date) by and between The University of Mississippi, a state institution of higher
      learning, organized and existing under the laws of the State of Mississippi (the
      “University”), and The University of Mississippi Foundation, a not-for-profit corporation
      duly chartered pursuant to the laws of the State of Mississippi (the “Foundation”). This
      Agreement is designed to govern the relationship between the University and the Foundation
      by setting forth the terms and conditions under which the University will provide certain
      support and services for the Foundation and the Foundation will provide certain support and
      services for and on behalf of the University.

                                           PREAMBLE

      WHEREAS, the Foundation has been established as a not-for-profit, educational and
      charitable organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as
      amended, for the purposes outlined in its Charter of Incorporation dated July, 31, 1973, a
      copy of which is attached to this Agreement as Exhibit A;

      WHEREAS, the University has the authority and right to enter into agreements with
      affiliated 501(c) (3) not-for-profit organizations, subject to the Institutions of Higher
      Learning Board of Trustees (the “Board” or “IHL”) Policy 301.0806 (the “Policy”);

      WHEREAS, the Board Policy acknowledges that the independent nature of the Foundation
      provides flexibility to the University in fiscal management and responsiveness;

      WHEREAS, the Foundation has the responsibility under its mission statement and as a not-
      for-profit corporation to use its resources in a responsible and effective manner to operate
      exclusively for the benefit of the University and its students, alumni, faculty and staff to
      promote, encourage and assist all forms of educational, scientific, literary, research and
      service activities provided by the University, all for the public welfare as outlined in its
      Charter of Incorporation;
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WHEREAS, the Foundation owns certain real property situated at 406 University Avenue,
Oxford, Mississippi, referred to as “Brandt Memory House” including the attached
“Carriage House.” The offices of the Foundation being located in this facility, which
adjoins, but is not part of, the campus of the University;

WHEREAS, the University has an active fund-raising and development program and
wishes to utilize office space, enhanced computer capabilities and assistance in the
identification of donors, solicitation of donations, acknowledgment and accounting of
contributions and maintenance of donor biographical, financial and contribution records,
all of which the University believes the Foundation can provide;

WHEREAS, the University and the Foundation anticipate that the Foundation will provide
the University with specified services and facilities in carrying out its mission; and

WHEREAS, the University and the Foundation desire to define the arrangement concerning
services, facilities, premises and activities in support of each other as set forth in this
Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained
herein and for good and valuable consideration, the adequacy of which is hereby
acknowledged, the University and the Foundation do hereby agree as follows:

                         ARTICLE 1. LEASE OF FACILITIES

        1.1     The Foundation shall provide the University with approximately 11,500
square feet of office space in Brandt Memory House and Carriage House at the prevailing
rate for comparable office space in Oxford, Mississippi, as well as parking privileges for
University employees performing work on behalf of the Foundation or the University’s
fund-raising activities. The rental fee charged the University for this office space shall
include the cost of all utilities other than telephone service charges, which charges shall
be paid separately by the University. The parties agree at this time that this charge will
be $12.00 per square foot for a total sum of $138,000 per year. Future increases are
anticipated to be based on approximate increases in market rates. The University agrees
to maintain the leased premises, to include equipment provided by the Foundation, in
reasonable repair. All additions and improvements made to the leased premises which are
not firmly affixed to a structure shall remain the property of the University and may be
removed by the University at any time.
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       1.2     The Foundation shall permit the University to use Brandt Memory House
for appropriate University functions consistent with the terms set forth in its Brandt
Memory House Rental Agreement. A separate contract is to be executed for each official
use of Brandt Memory House. The Foundation serves as host for many functions
sponsored by the University and will continue to do so.

             ARTICLE 2. UNIVERSITY PERSONNEL AND SERVICES

       2.1     The Foundation may utilize, with the approval of the University Vice
Chancellor for Finance, which approval shall not be unreasonably withheld, such
University administrative, professional and other employees from time to time as are
needed to carry out the purposes of the Foundation.

       2.2     The Foundation and the University agree that the portion of the cost
incurred by utilizing University employees for Foundation operational activities shall be
reimbursed annually by the Foundation to the University. The reimbursement shall be
based on the percentage of time University employees devote to Foundation operations
multiplied by the employee(s) annual compensation including benefit costs.

        2.3     The Foundation shall reimburse the University for expenses the University
incurs as a result of Foundation operations, if those expenses would not otherwise have
been incurred by the University, specifically including telephone, mail and other such
services provided on a monthly basis. The rate shall be the rate that is charged to
University departments for such services.

        2.4      The University shall provide support services to the Foundation of the
type provided to University departments on a cost reimbursement basis including, but not
limited to, utilities, telephone, fiber optic Internet cable connection, custodial services,
printing and publication services, motor pool and, to the extent permitted by law, use of
the University mail system and protection of the University Police Department.

        2.5    The University shall provide Foundation employees staff identification
cards, parking privileges, admittance to athletics and entertainment events, health
services benefits and access to the University’s library and to its recreation and fitness
programs, at the same rates and under the same terms as those benefits and facilities are
made available to University administrators and other employees.

        2.6    The University designates the Foundation as the primary entity for
receipting, acknowledging, accounting for and managing its funds, as well as for
researching, identifying and maintaining biographical and giving records of potential and
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actual donors. The University and the Foundation agree that the annual sum of $295,000
is a fair and appropriate amount for the University to pay to the Foundation for the
performance of these services. Adjustments to this sum in future fiscal years are
expected to be based on local cost of living adjustments, unless otherwise agreed to by
the University Vice Chancellor for Finance and the Foundation CEO. The University
shall also reimburse the Foundation for the cost of any donations received for items such
as wire fees and credit card fees on gifts received.

       2.7     The Chancellor of the University shall serve ex officio as a non-voting
member of the Foundation’s Board of Directors. No other University employee or other
persons directly or indirectly employed by the IHL shall serve as a voting member of the
Foundation’s Board of Directors.

         2.8    Annually, the Chancellor of the University shall certify to the Foundation
a list of University employees who are authorized to request disbursements from the
Foundation. Requests by a duly certified University employee shall constitute a
representation or certification by the University employee that the disbursement being
requested has been approved in accord with established University procedures. The
Foundation shall be relieved of any liability arising from a disbursement made pursuant
to the provisions of this Section of the Agreement.

         2.9     The Chancellor of the University shall submit a request to the Foundation
for utilization of University unrestricted gifts received by the Foundation in the following
fiscal year. The Foundation shall, consistent with the goals and priorities established by
the University, incorporate the University’s request into its operating budget and may
allocate unrestricted gifts accordingly to the extent funds are available. In addition to
unrestricted funds, the University Chancellor and/or the University Director of
Development (or equivalent position), shall routinely update key Foundation personnel
on the University initiatives involving private support to ensure that Foundation and
University personnel are informed of fund raising needs and objectives.

         2.10 The University’s name and registered marks and logos have great
economic and public relations value to the University, its faculty, staff, alumni and
students. The Foundation shall not assign or delegate the authority to use University’s
name or registered marks or logos to any person or entity without the written approval of
the Chancellor of the University and the Director of the University’s Licensing Program.
To assist the Foundation in discharging its obligations under this Agreement and in
soliciting, developing and generating private and corporate support for the University, the
University grants the Foundation the following rights:
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               2.10 (a)        A non-exclusive, non-transferable license to use University
       trademarks, service marks and logos consistent with University policy, including
       but not limited to a license to use marks developed by the University for use by
       the Foundation.
               2.10 (b)        An exclusive, transferable license to use University
       trademarks, service marks and trade names historically associated with the
       Foundation.
               2.10 (c)        The designation of the Foundation as a University affiliated
       entity.
               2.10 (d)        Such other rights, privileges or benefits as the University
       Chancellor, in his/her sole discretion, may determine will assist the Foundation in
       discharging its obligations under this Agreement.

                 ARTICLE 3. FOUNDATION OBLIGATIONS

        3.1     The Foundation’s primary purpose is to provide support to the
University Accord with the provisions of its Charter of Incorporation and By-laws, which
support includes, but is not limited to, researching, raising, receiving, acknowledging,
investing, accounting for and administering funds for the University to use for its
charitable, scientific and educational purposes.

         3.2   The Foundation, acting through its Board of Directors and staff, shall
assist the University’s Office of Development in its fund-raising activities and
development programs with individuals, corporations, foundations, governmental and
other external organizations.

         3.3    The Foundation, acting through its Board of Directors and staff, shall
solicit and transfer funds for the purchase of University equipment and supplies; for the
construction, renovation and improvement of the University’s physical facilities; for the
support of faculty, staff and student travel and research; for the support of faculty
professorships, lectureships and endowed chairs; for the support of student scholarships;
and for the support of other educational, research, cultural, scientific, public service and
charitable programs and activities. When soliciting funds on behalf of the University, the
Foundation agrees to accept only those gifts that are consistent with the University’s
missions, goals and obligations.

        3.4     The Foundation shall receipt, acknowledge and express appreciation for
all contributions of donors made on behalf of the University or of the Foundation, and
shall keep accurate and current records of all such contributions made directly to the
University or to the Foundation. Assets of the Foundation shall be maintained pursuant
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to the Uniform Management of Institutional Funds Act (UMIFA) or Uniform Prudent
Management of Institutional Funds Act (UPMIFA) as promulgated by the State of
Mississippi. The University shall have rights of inspection of Foundation records. Such
rights shall be afforded to the IHL, if so desired.

       3.5     The Foundation may enter into contracts for professional, advisory or
other personal services in carrying out its duties, but any such contracts entered into after
the execution of this Agreement shall not exceed 2 years.

        3.6     The Foundation shall maintain its separate financial and accounting
records in accordance with generally accepted accounting principles applicable for its
industry. The Foundation must cause to be prepared annual financial statements of the
condition of the Entity, which shall include such detail as IHL may from time to time
require. The Foundation must also engage a Certified Public Accounting (CPA) firm to
perform annual audits of the Foundation’s annual financial statements, and the
Foundation shall submit the audited financial statements, along with a list of its officers,
directors or trustees, to the Chancellor of the University and to IHL within five months
following the completion of the Foundation’s fiscal year or by October 15 of each year,
whichever is earlier. The CPA firm to be utilized by the Foundation must be approved by
the IHL, and the Foundation must request such approval not later than three months prior
to the end of the Foundation’s fiscal year for which the audit will be conducted. Unless
approval is specifically granted for multiple years, approval of a firm by the IHL Board
for one year does not constitute approval for other years, and requests for approval of the
CPA firm must be submitted on an annual basis.

        3.7     The Foundation acknowledges and agrees that the University owns all
copyright, interest in and right to all trademarks, trade names, logos and service marks
developed by the University for use by the Foundation, including all such trademarks,
service marks and trade names historically associated with the Foundation.

        3.8     The Foundation shall maintain a conflict-of-interest policy that complies
with all requirements of Miss. Code Ann. §79-11-269 (1972), as amended from time to
time.

        3.9    The Foundation shall immediately deposit into the appropriate University
account any funds which are sent to the Foundation but which are clearly intended to be
funds designated for a University account. In such an instance, the Foundation shall
issue, on behalf of the University, a University development receipt.
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       3.10 The Foundation shall perform any and all other acts and activities on
behalf of the University, as the Foundation deems appropriate, in carrying out the
purposes and mission of the University, so long as consistent with the governing
documents of the Foundation.

       3.11 The Foundation CEO shall promptly notify the Chancellor of the
University and the IHL, in writing, if any of the following events (“Reportable Events”)
occur:

       1. The Foundation has materially breached any of its contractual obligations
          under the Agreement;
       2. The Foundation has materially failed to properly receive, apply, manage or
          disburse any funds or has materially failed to properly comply with any
          binding instructions from donors relating to those funds;
       3. The Foundation has engaged in any conduct that is prohibited or subject to
          sanction under state or federal law, including any and all requirements
          applicable to tax exempt organizations;
       4. There has been a failure by the Foundation or any of its officers and directors
          to comply with any conflict of interest requirements created by applicable
          state or federal law or by the governing documents or procedures of the
          Foundation;
       5. Any state or federal regulatory body begins any investigation of any matter
          that may have a significant financial or regulatory effect on the Foundation or
          upon its status as a tax exempt organization; or
       6. The Foundation has contracted with or entered into any business or pecuniary
          relationship with any of its board members, other than a full time employee of
          the Foundation, or any Foundation controlled directly or indirectly by the
          board member, which would reasonably be expected to provide for payment
          or benefits to that person exceeding the value of $50,000 in any calendar year;
          The previous sentence creates a duty for the Foundation to report any such
          transaction but does not suggest or imply that all such transactions are either
          prohibited or permitted.

        3.12 If requested by the University, the Foundation shall provide any and all
information and allow inspection of all records relating to the operation or management
of the Foundation or any funds contributed to, received by, expended by or managed by
the Foundation. To the extent that information is inspected, reviewed or received by the
Chancellor of the University or his/her designees with respect to the identity of donors
who have expressly stated they wish to remain anonymous, or with respect to any
information relating to the identification, cultivation and solicitation of donors, or with
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respect to personal, commercial, or proprietary information relating to a donor or his/her
family or business, such information shall be treated as confidential by the Chancellor
and any designee who may acquire such information. The University is expected to take
appropriate safeguards to assure that such information is utilized or disseminated only in
a manner that is appropriate under the circumstances. Such inspection rights are also
extended to the IHL acting upon its minutes, however, it is understood that the
appropriate extent of any disclosure or other use of the information is in the
discretion of the IHL and, further, any decision to release any personal, commercial, or
proprietary information or to release any information that would identify any particular
donor shall be made by the IHL acting upon its minutes.

                          ARTICLE 4. COMPLIANCE

        4.1    The Foundation shall comply with any and all federal and state laws and
regulations and shall comply with any compliance and regulatory guidelines as may be
required by the Board.
                          ARTICLE 5. INSURANCE

        5.1     The Foundation shall maintain General Liability insurance providing
insurance coverage of at least $1,000,000 per occurrence and $2,000,000 annual
aggregate liability covering its employees and agents during the course and scope of their
employment, providing protection from general liability risks, including, but not limited
to, protection against claims of sexual harassment, discrimination or other violations of
law.
        5.2     The Foundation shall maintain Property Insurance in an amount sufficient
to provide full replacement of all insured property to insure against the loss of the real
property and any improvements associated with the insured premises.

       5.3    The Foundation shall provide for the bonding of its officers and
employees and shall maintain Directors and Officers liability insurance on members of its
Board of Directors and officers, while performing as such.

        5.4    The Foundation shall maintain Commercial Excess or Umbrella Coverage
of $4,000,000 in additional coverage in excess or over and above the basic coverage set
forth above.

       5.5      The Foundation shall maintain Worker’s Compensation insurance, if
required to so by applicable law, or such other insurance coverage as may be required by
applicable law.
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                            ARTICLE 6. REPORTING

        6.1    The Foundation shall, each year during this Agreement, submit to the
University Vice Chancellor for Finance and to the IHL its annual audited financial
statements for the prior fiscal year as set forth in Section 3.6 of this Agreement. Such
submission shall also include a list of Foundation officers, directors or trustees. The
Foundation shall submit an annual report providing a detailed list of any supplemental
compensation which was provided to the University for the purpose of providing any
additional compensation to administrators, faculty or other University Employees, it
being agreed that any such payments shall only be made through the University’s payroll
system and with Chancellor approval. Understanding that no form of additional
compensation may be underwritten for the University Chancellor or for any IHL system
office employee without IHL approval, the Foundation shall also provide documentation
of approval from the IHL of any supplemental compensation provided to the Chancellor
or provided to the University for purposes of supplementing the Chancellor’s salary.

        6.2     In order to facilitate transparency, the Foundation shall also maintain on
its website, for public and University inspection, a copy of this Agreement along with
copies of the most recent annual audited financial statements, Form 990, By-laws,
Charter, listing of the members of its Board of Directors, its conflict of interest policy and
its investment policy.

         6.3     The Foundation CEO shall submit to the Chancellor of the University and
the IHL a signed certification statement annually, before January 31 of each year, which
affirmatively states that the Foundation has examined its donor records and business
transactions occurring during its fiscal year ending within the prior calendar year, and
that to the best of its knowledge, there is no evidence that any Reportable Events
occurred, other than those which have been duly reported to the Chancellor of the
University and the IHL, as required above. The Foundation CEO shall re-affirm that, in
the event he/she becomes aware of any such Reportable Events, the Foundation CEO will
immediately notify, in writing, the Chancellor of the University.

                ARTICLE 7. TERMINATION AND RENEWAL

       7.1    This Agreements shall expire on December 31, 2015, if not renewed by
mutual consent of the parties before that date.

       7.2     The University may terminate this Agreement without cause with thirty
(30) days written notice to the Foundation and with the prior approval of the IHL, acting
upon its minutes.
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       7.3     The University may terminate this Agreement for cause, without notice to
the Foundation but with notice to the IHL and prior approval of the IHL, acting upon its
minutes. The Foundation may not terminate this Agreement without the prior approval of
the University Chancellor and the IHL.

        7.4     Upon termination and non-renewal of this Agreement, (1) the Foundation
shall cease to use and shall not assign or delegate the authority to use the University’s
name or registered marks or logos to any person or entity without the written approval of
the Chancellor, (2) the Foundation shall remit any and all unrestricted funds held for the
benefit of the University to such entity as designated in writing by the Chancellor on
behalf of the University, (3) the Foundation shall work in concert with its donors, to the
extent practicable and allowed by law, to move any restricted funds held for the benefit of
the University to such entity as designated in writing by the Chancellor on behalf of the
University, (4) the Foundation shall work in concert with persons or entities with which it
had contractual relations to the extent practical and allowed by law, to assign any
contracts to such entity as designated by the University Chancellor; and (5) the
Foundation shall work in concert with the University to provide the University or its
designee with records and materials of the Foundation as are necessary to continue the
business and/or wind up the affairs of the Foundation.

        7.5     The Foundation agrees to cease using University’s name, marks, and logos
in the event that the Foundation dissolves, ceases to be a non-profit corporation or ceases
to be recognized by the Internal Revenue Service as a tax exempt entity under Section
501(c)(3) of the Internal Revenue code.

        7.6     The University and Foundation expect there to exist a cooperative
relationship between them. In the event that the University Chancellor determines that
such cooperation is not in place and is thus, in the Chancellor’s view, detrimental to the
well being of the University, the Chancellor shall notify the IHL to allow the IHL to
intervene to reconcile the parties. However, if the IHL determines and notifies the
Chancellor that it is in the best interest of the University to substitute new members of the
Board of directors of the Foundation, the Chancellor may direct that at the expiration of a
ninety-day period, the terms of office of 100% of the total number of Directors shall be
deemed to have expired. Upon such event, a five-person Commission shall be selected as
follows: (1) one member appointed by the Chancellor, (2) one member appointed by the
IHL, (3) one member appointed by the Board of Directors of the UMAA Foundation, (4)
one member appointed by a majority vote of the Board of Directors of the University of
Mississippi Alumni Association, and (5) one member appointed by a majority vote of the
then living members of the Barnard Society, or the then existing equivalent donor group
with a lifetime giving of $5 million or greater; however, such donor group may not
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appoint as a member of the Commission anyone who at the time of such appointment is
serving as an employee, officer, trustee, or director of any University affiliated support
organization or foundation. The Commission shall during the ninety day period appoint,
by majority vote, members to the Board of Directors to replace the Directors whose terms
shall be deemed to have expired. The reconstituted Board of Directors shall then elect
new officers of the Foundation.

         7.7     In the unlikely event that the Commission, as described in 7.6 above, shall
appoint a new Board of Directors for the Foundation, it is expressly understand that any,
or all, of the previous Foundation board members may be reelected by this Commission
to serve.
                  ARTICLE 8. MISCELLANEOUS PROVISIONS

       8.1    This Agreement shall be construed, governed, interpreted and applied in
accordance with the laws of the State of Mississippi.

        8.2    The parties agree that the Foundation is not the agent or employee of the
University, and nothing in this Agreement creates an employment or other agency
relationship between the parties.

        8.3     Neither the University nor the Foundation shall have any liability for the
obligations, acts, or omissions of the other party.

         8.4    The parties agree that the Foundation is a private, independent entity and,
as such, is not governed by the IHL, but rather has its own governing Board of Directors.
Accordingly, to the extent permitted by the laws of the State of Mississippi applicable to
a public institution of higher learning, each party to this Agreement shall be responsible
for its own obligations, acts or omissions.

        8.5     The University and Foundation agree that the Foundation’s donor and
giving records and any other financial or commercial information possessed by the
Foundation or provided by the Foundation to the University concerning individuals or
corporations that provide Foundation financial support are confidential and proprietary.
Except as otherwise provided in Section 3.12 above, unless required to disclose such
information by applicable law, the University and Foundation agree not to disclose to
third parties and to keep confidential the giving records, giving history and financial or
commercial information of individuals and corporations that provide financial support to
the Foundation.
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        8.6     In the performance of this Agreement, the Foundation shall not deny
employment opportunities to any person on the basis of race, color, religion, ethnic group
identification, sex, age, physical or mental disability, medical condition, or veteran’s
status. The Foundation agrees to comply with all non-discriminatory laws and policies
that the University promulgates and to which the University is subject.

        8.7     The parties hereto acknowledge that this Agreement sets forth the entire
agreement and understanding of the parties hereto as to the subject matter hereof, and
shall not be subject to any change or modification except by the execution of a written
instrument subscribed to by the parties hereto.

       8.8     The provisions of this Agreement are severable, and in the event that any
provisions of the Agreement shall be determined to be invalid or non-enforceable under
any controlling body of the law, such invalidity or non-enforceability shall not in any
way affect the validity or enforceable nature of the remaining provisions hereof.

        8.9     The failure of either party to assert a right hereunder or to insist upon
compliance with any term or condition of the Agreement shall not constitute a waiver of
that right or excuse a similar subsequent failure to perform any such term or condition by
the other party.

       8.10 This Agreement shall not be assigned or otherwise transferred by either
party without the prior written consent of the other, which consent shall not be
unreasonably withheld.

        8.11 The Foundation’s obligations pursuant to this Agreement shall also
extend, as applicable, to any entity it owns or controls (including, but not limited to, the
University of Mississippi Foundation Realty, LLC), with the exception of a special
purpose entity created for the sole and specific purpose of utilization as a financing
vehicle for the private financing of university auxiliary facilities by a private developer
using the alternate dual-phase design-build privately financed construction method, as
specially authorized by Miss. Code Ann. Section 37-101-41, et seq. (1972), as amended.
If the use/purpose of any such special purpose entity ever changes, the special purpose
entity would then be required to comply with any and all provisions of this Agreement.
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                              ARTICLE 9. NOTICE

         9.1      Any notice to either party hereunder shall be in writing signed by the party
given it, and shall be deemed given when mailed postage prepaid by U.S. Postal Service
first class, certified or overnight mail, or when sent by Federal Express or a comparable
service, or hand-delivered, when addressed as follows:

To the University:                             To the Foundation:
Daniel W. Jones,                               Wendell W. Weakley,
Chancellor                                     President and CEO
The University of Mississippi                  The University of Mississippi Foundation
Lyceum                                         406 University Avenue
University, MS 38677                           Oxford, MS 38655

or to such other addressee as may be hereafter designated by written notice.

      IN WITNESS WHEREOF, the University and the Foundation, acting through the
Chancellor of the University and the President and Chief Executive Officer of the
Foundation, respectively, execute this Agreement on this the 1st day of January, 2011.


THE UNIVERSITY OF MISSISSIPPI                  THE UNIVERSITY OF MISSISSIPPI
                                               FOUNDATION

By: ________________________                   By: ________________________
Daniel W. Jones, Chancellor                    Wendell W. Weakley, President and
                                               Chief Executive Officer
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                           ACKNOWLEDGMENT
State of Mississippi
County of Lafayette

        Personally appeared before me, the undersigned authority in and for the
jurisdiction aforesaid, Daniel W. Jones, known by me to be the Chancellor of The
University of Mississippi, who executed the aforesaid Agreement, on this the ______ day
of ___________________, 2011, on behalf of The University of Mississippi, being duly
authorized so to do.
                                             _______________________________
                                             Notary Public
My Commission Expires:
______________________

                            ACKNOWLEDGMENT

State of Mississippi
County of Lafayette

        Personally appeared before me, the undersigned authority in and for the
jurisdiction aforesaid, the within named Wendell W. Weakley, known by me to be the
President and Chief Executive Officer of The University of Mississippi Foundation, who
executed the aforesaid Agreement on this the ________ day of __________________,
2011, for and on behalf of The University of Mississippi Foundation, being duly
authorized so to do.
                                      _________________________________
                                      Notary Public
My Commission Expires:
________________________

STAFF RECOMMENDATION:               Board staff recommends approval of this item.
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21.   UM - APPROVAL OF PROPOSED AFFILIATION AGREEMENT BETWEEEN
      UNIVERSITY OF MISSISSIPPI AND THE UNIVERSITY OF MISSISSIPPI
      RESEARCH FOUNDATION

      The University of Mississippi (UM) requests Board approval of the below proposed
      affiliation agreement between UM and the UM Research Foundation. The proposed
      agreement meets the requirements of Board Policy 301.0806 Foundation/Affiliated
      Entity Activities.

              This agreement is made and entered into this the 1st day of January, 2011 (the
      effective date) by and between UNIVERSITY OF MISSISSIPPI, a state institution of higher
      learning, organized and existing under the laws of the State of Mississippi (hereinafter
      referred to as “UM”), and the UNIVERSITY OF MISSISSIPPI RESEARCH FOUNDATION, a
      corporation duly organized under the laws of the State of Mississippi (hereinafter referred
      to as “RF”).
                                        PREAMBLE

             WHEREAS, RF has been established as a non-profit, educational and charitable
      organization under Section 501(c)(3) of the Internal Revenue Code of 1986 for the
      purposes outlined in its Articles of Incorporation, a copy of which is attached to this
      agreement as Exhibit A;

               WHEREAS, UM has the authority and right to enter into agreements with
      affiliated 501(c)(3), not-for-profit organizations with the approval of its governing board,
      the Board of Trustees for Institutions of Higher Learning for the State of Mississippi
      (“IHL”);

              WHEREAS, RF has the responsibility as a non-profit corporation to use its
      resources in a responsible and effective manner to further the research, academic, and
      service programs of UM and to support UM as outlined in its Articles of Incorporation;

              WHEREAS, UM and RF anticipate that UM will provide RF with specified
      services and facilities with which to carry out its responsibilities in exchange for the
      development, commercialization, management, financial, and other service, support, and
      assistance RF shall provide UM; and

               WHEREAS, UM and RF desire to define the arrangements concerning services,
      facilities, premises, and activities as set forth in this agreement;
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       NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, UM and RF do hereby agree, as follows:

                     ARTICLE 1. USE OF UM FACILITIES

        1.1     UM grants to RF a license to use for RF’s activities, physical space
provided by UM as needed by RF and available from UM. Upon such time as RF may
require space for its exclusive use, UM and RF shall enter a separate lease for such space
or the parties shall amend the agreement accordingly.

        1.2     This license shall include use of office and related space, maintenance,
furniture, equipment and utilities for the leased space. UM agrees to maintain the
premises, including equipment provided by UM, in reasonable repair. Maintenance of
equipment purchased by RF will be the responsibility of RF. All additions and
improvements made by RF to the premises which are not firmly affixed to a structure
shall remain the property of RF and may be removed by RF at any time. UM may request
RF to relocate at such time that licensed space is needed to fulfill the missions and
programs of UM.

                  ARTICLE 2. PERSONNEL AND SERVICES

        RF may utilize, with the approval of the Chancellor of UM, which approval shall
not be unreasonably withheld, such UM administrative, professional, and other
employees from time to time as are needed to carry out the purposes of RF as agreed by
UM. RF may also recommend to the Chancellor changes in personnel, as necessary, for
those University employees who perform work for or under the direction of RF Board or
RF employees.